Item 8.01. Other Events.
On May 18, 2023, Light & Wonder, Inc. (the “Company” or “Light & Wonder”) issued a press release announcing it has submitted
a proposal (the “Proposal”) to the Board of Directors of SciPlay Corporation (“SciPlay”) to acquire all of the issued and outstanding shares of Class A common stock of SciPlay, which represent the common stock in SciPlay not already beneficially
owned by the Company. The press release, including the full text of a letter dated May 18, 2023 to the Board of Directors of SciPlay communicating the Proposal, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
In this filing, Light & Wonder makes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of
1995. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “intend,” “plan,” “continue,” “believe,” “expect,” “anticipate,”
“target,” “should,” “could,” “potential,” “opportunity,” “goal” or similar terminology. These statements are based upon management’s current expectations, assumptions and estimates regarding the proposed transaction, the expected benefits of the
proposed transaction, future opportunities for the combined company and future stockholder value. Forward-looking statements are not guarantees of timing, future results or performance. Therefore, you should not rely on any of these
forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including the possibility that the
proposed transaction will not be agreed to, that the terms of any definitive agreement with respect to the proposed transaction will be materially different from those described, that the conditions to the completion of the proposed transaction
may not be satisfied on the anticipated schedule or at all, that the proposed transaction may not be consummated or that Light & Wonder may be unable to achieve expected operational, strategic and financial benefits of the proposed
transaction, and those factors described in Light & Wonder’s filings with the Securities and Exchange Commission (the “SEC”), including Light & Wonder’s current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on
Form 10-K that was filed with the SEC on March 1, 2023 (including under the headings “Forward-Looking Statements” and “Risk Factors”). Forward-looking statements speak only as of the date they are made and, except for Light & Wonder’s ongoing
obligations under the U.S. federal securities laws, Light & Wonder undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This filing does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval in
any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which any such offer, solicitation or sale would be unlawful. Any securities to be offered
may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements
Additional Information and Where to Find It
This filing relates to a proposal which Light & Wonder has made to acquire all of the issued and outstanding shares of Class A common stock of
SciPlay, which represents the common stock in SciPlay not already beneficially owned by Light & Wonder. In furtherance of this proposal and subject to future developments, if a negotiated transaction is agreed, SciPlay may prepare and file an
information statement with the SEC. In addition, if a negotiated transaction is agreed, certain participants in the proposed transaction may prepare and file a Schedule 13E-3 transaction statement with the SEC. This filing is not a substitute for
any information statement, Schedule 13E-3 transaction statement or other document Light & Wonder and/or SciPlay may file with the SEC in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE INFORMATION STATEMENT, THE SCHEDULE 13E-3 TRANSACTION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LIGHT & WONDER, SCIPLAY AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain
copies of these documents (if and when available) and other documents filed with the SEC by Light & Wonder and/or SciPlay free of charge through at www.sec.gov. Copies of the documents filed by Light & Wonder (if and when available) will
also be made available free of charge by accessing Light & Wonder’s website at https://explore.lnw.com/investors/.