NORTH LAS VEGAS, Nev.,
April 19, 2019 /PRNewswire/
-- Gaming Partners International Corporation (NASDAQ: GPIC)
("GPIC") has delivered a written communication to NASDAQ stating
that it intends to consummate its merger with Angel Holdings Godo
Kaisha ("Angel") on May 1, 2019,
subject to satisfaction or waiver of all closing conditions.
GPIC delivered the foregoing written communication in accordance
with the requirements of section 12(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), to further notify
NASDAQ that, on May 1, 2019, GPIC
intends to direct NASDAQ to suspend trading in shares of GPIC
common stock and to file a Form 25 with the United States
Securities and Exchange Commission upon closing of the merger
between GPIC and Angel. The Form 25 starts the formal process
by which GPIC's common stock, par value $0.01 per share, will be delisted from NASDAQ and
withdrawn from the reporting requirements under the Exchange
Act.
TRANSACTION DETAILS
Under the terms of the merger agreement with Angel, stockholders
of GPIC will receive $13.75 in cash
in exchange for their shares. The merger agreement was
unanimously adopted by a special transaction committee of
independent directors of the board of directors of GPIC (the
"Board") as well as the full Board. The transaction, which
was also approved by the stockholders of GPIC at a special meeting
of stockholders held on March 12,
2019, remains subject to the receipt of certain approvals
from gaming authorities. The transaction is also conditioned
on other customary closing conditions.
Upon the closing of the transaction, Angel will own 100% of
GPIC. Therefore, because GPIC will become a wholly owned
subsidiary of Angel after the closing, Angel and GPIC have agreed
to take certain steps to delist GPIC's common stock from NASDAQ and
to withdraw such shares from the reporting obligations under the
Exchange Act.
ANGEL HOLDINGS GODO KAISHA
Angel manufactures and supplies playing cards and card games for
both the gaming industry and the retail market. A world
leader in casino playing cards and table game equipment, Angel's
many groundbreaking innovations include the best-selling Angel
Protect Pre-shuffled Cards, and the Angel Eye® series of electronic
shoes. Angel's principal business office is located in
Kyoto, Japan, with manufacturing
facilities in Japan and
Singapore. Angel also has
offices in the United States,
Macau, Australia and the
Philippines.
GPIC
GPIC manufactures and supplies casino table game equipment to
licensed casinos worldwide. Under the brand names of Paulson®,
Bourgogne et Grasset®, Gemaco®, Dolphin® and Bud Jones®, GPIC
provides casino currency, including chips, plaques and jetons;
playing cards; table layouts; gaming furniture and table
accessories; dice; and roulette wheels. GPIC pioneered the use of
security features like radio frequency identification device (RFID)
technology in casino currency, and offers RFID solutions including
RFID readers, software, and displays. Headquartered
in North Las Vegas, Nevada,
GPIC also has facilities in Beaune, France; San Luis Rio
Colorado, Mexico; Blue Springs,
Missouri; Atlantic City, New
Jersey; Gulfport,
Mississippi; and Macau S.A.R., China. For additional information,
please visit www.gpigaming.com.
IMPORTANT ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND
WHERE TO FIND IT
This communication is being made in respect of the proposed
merger transaction (the "Merger") involving GPIC and Angel.
This communication 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 connection with the proposed transaction, GPIC filed a proxy
statement and other documents with the Securities and Exchange
Commission (the "SEC"). Before making any investment
decision, investors and stockholders of GPIC are urged to carefully
read the definitive proxy statement because it contains important
information regarding GPIC, Angel and the Merger. The
definitive proxy statement and other documents filed by GPIC with
the SEC may be obtained free of charge at the SEC's website at
www.sec.gov. In addition, the documents filed by GPIC may be
obtained free of charge from GPIC at www.gpigaming.com.
FORWARD-LOOKING STATEMENTS
All statements in this communication other than statements of
historical fact contained in this report are forward-looking
statements. Forward-looking statements usually relate to
future events and anticipated revenues, earnings, cash flows or
other aspects of our operations or operating results.
Forward-looking statements are often identified by the words
"anticipate," "guidance," "assumptions," "projects," "estimates,"
"outlook," "expects," "continues," "intends," "plans," "believes,"
"forecasts," "future," "potential," "may," "foresee," "possible,"
"should," "would," "could" and variations of such words or similar
expressions, including the negative thereof. These
forward-looking statements are based on our current expectations,
beliefs and assumptions concerning future developments and business
conditions and their potential effect on us. While management
believes that these forward-looking statements are reasonable as
and when made, there can be no assurance that future developments
affecting us will be those that we anticipate.
Risks and uncertainties that could cause results to differ
materially from those expected by the management of GPIC include
the expected timing and likelihood of completion of the proposed
transaction, including the timing, receipt and terms and conditions
of any required governmental and regulatory approvals of the
proposed transaction that could reduce anticipated benefits or
cause the parties to abandon the proposed transaction, the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement, the
possibility that the Merger may not be consummated on May 1, 2019 or at all, the risk that the parties
may not be able to satisfy the conditions to the proposed
transaction in a timely manner or at all, risks related to
disruption of management time from ongoing business operations due
to the proposed transaction, the risk that any announcements
relating to the proposed transaction could have adverse effects on
the market price of shares of GPIC common stock, the risk of any
unexpected costs or expenses resulting from the proposed
transaction, the risk of any litigation relating to the proposed
transaction, the risk that the proposed transaction and its
announcement could have an adverse effect on the ability of GPIC to
retain and hire key personnel and maintain relationships with its
suppliers and customers and on its operating results and businesses
generally, the risk that the proposed transaction could distract
management of GPIC, the risk that GPIC will incur substantial costs
in connection with the proposed transaction, as well as other
important factors that could cause actual results to differ
materially from those projected. All of our forward-looking
statements involve risks and uncertainties (some of which are
significant or beyond our control) and assumptions that could cause
actual results to differ materially from our historical experience
and our present expectations or projections. You should
carefully consider the foregoing factors and the other risks and
uncertainties that affect the parties' businesses, including those
described in GPIC's Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and
other documents filed from time to time by GPIC with the SEC.
We wish to caution you not to place undue reliance on any
forward-looking statements, which speak only as of the date
hereof. We undertake no obligation to publicly update or
revise any of our forward-looking statements after the date they
are made, whether as a result of new information, future events or
otherwise, except to the extent required by law.
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SOURCE Gaming Partners International Corporation
