UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 1)
(Rule 13E-100)
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
SciPlay Corporation
(Name of the Issuer)
SciPlay Corporation
Light & Wonder, Inc.
Bern Merger Sub, Inc.
LNW Social Holding Company I, LLC
LNW Social Holding Company II, LLC
Light and Wonder International, Inc.
(Names of Persons Filing Statement)
Class A Common Stock, par value $0.001
per share
(Title of Class of Securities)
809087109
(CUSIP Number of Class of Securities)
Joshua J. Wilson
SciPlay Corporation
6601 Bermuda Road
Las Vegas, Nevada 89119
(702) 897-7150 |
Matthew R. Wilson
Light & Wonder, Inc.
Bern Merger Sub, Inc.
LNW Social Holding Company I, LLC
LNW Social Holding Company II, LLC
Light and Wonder International, Inc.
6601 Bermuda Road
Las
Vegas, Nevada 89119
(702) 897-7150 |
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With copies to
Audra D. Cohen
Melissa Sawyer
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004 |
Robert I. Townsend, III
Jin-Kyu Baek
Cravath, Swaine & Moore LLP
825 8th Avenue
New York, NY 10019 |
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS TRANSACTION, PASSED ON THE MERITS OR THE FAIRNESS OF THE TRANSACTION
OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
This statement is filed in connection
with (check the appropriate box):
a. | x
The filing of solicitation materials or an information
statement subject to Regulation 14A (§§ 240.14a-1 through 240.14b-2), Regulation
14C (§§ 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§ 240.13e-3(c))
under the Securities Exchange Act of 1934 (the “Exchange Act”). |
b. | ¨
The filing of a registration statement under the Securities
Act of 1933. |
Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check
the following box if the filing is a final amendment reporting the results of the transaction: ¨
INTRODUCTION
This Amendment
No. 1 to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (as amended hereby, this “Transaction
Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of
the Exchange Act, by (a) SciPlay Corporation, a Nevada corporation (the “Company”), the issuer of the shares
of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), and Class B common
stock, par value $0.001 per share (the “Class B Common Stock” and, together with the Class A Common Stock,
the “Common Stock”), that are the subject of the Rule 13e-3 transaction; (b) Light & Wonder, Inc.,
a Nevada corporation (“Parent”); (c) Bern Merger Sub, Inc., a Nevada corporation (“Merger
Sub”); (d) LNW Social Holding Company I, LLC, a Nevada limited liability company (the “Principal Stockholder”);
(e) LNW Social Holding Company II, LLC, a Nevada limited liability company; and (f) Light and Wonder International, Inc.,
a Delaware corporation. Collectively, the persons filing this Transaction Statement are referred to as the “filing persons.”
This Transaction
Statement relates to the Agreement and Plan of Merger, dated as of August 8, 2023 (as amended or otherwise modified in accordance
with its terms, the “Merger Agreement”), by and among Parent, Merger Sub and the Company. Pursuant to the Merger Agreement,
Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as the surviving
corporation (the “Surviving Corporation”).
Upon consummation
of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the laws of the State
of Nevada, each share of Class A Common Stock issued and outstanding immediately prior to the effective time of the Merger (the
“Effective Time”) (other than (i) shares of Class A Common Stock held by the Company as treasury stock immediately
prior to the Effective Time, (ii) shares of Class B Common Stock issued and outstanding immediately prior to the Effective
Time and (iii) Class A Common Stock held by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent
as of immediately prior to the Effective Time not held on behalf of third parties) will be converted into the right to receive $22.95
in cash, without interest (the “Merger Consideration”). Each share of Class B Common Stock issued and outstanding
immediately prior to the Effective Time will remain in existence following the Effective Time as a share of Class B common stock,
par value $0.001 per share, of the Surviving Corporation. In accordance with Section (F) of Article VI of the Amended
and Restated Articles of Incorporation of the Company and Section 11.01 of the Amended and Restated Operating Agreement of SciPlay
Parent Company, LLC, a Nevada limited liability company (“SciPlay Parent LLC”), dated as of May 2, 2019 (as amended,
restated or otherwise modified from time to time, the “SciPlay Parent LLC Agreement”), each holder of a unit of member’s
interest in SciPlay Parent LLC that is authorized and issued under the SciPlay Parent LLC Agreement and that constitutes a “Common
Unit” as defined in the SciPlay Parent LLC Agreement (such unit of member’s interest, a “Common Unit”),
that is issued and outstanding immediately prior to the Effective Time will be entitled, upon the election of such holder exercisable
no later than 10 business days after the Effective Time, to exchange each such Common Unit for the Merger Consideration that is payable
with respect to one share of Class A Common Stock under the Merger Agreement. As part of the Written Consent (as defined below)
executed and delivered by the Principal Stockholder on August 8, 2023, the Principal Stockholder, which on such date beneficially
owned all of the issued and outstanding Common Units not owned by the Company, waived any entitlement it has as a holder of Common Units
to receive the Merger Consideration that is payable under the Merger Agreement with respect to each Common Unit that it holds immediately
prior to the Effective Time. Pursuant to the Merger Agreement, the Company also waived any entitlement it has as a holder of Common Units
to receive the Merger Consideration that is payable under the Merger Agreement with respect to each Common Unit that it holds immediately
prior to the Effective Time. Treatment of outstanding equity plan awards under the Company’s equity incentive plans and award agreements
is described in greater detail in the Information Statement (as defined below) under “The Special Factors—Interests of Our
Directors and Executive Officers in the Merger” and “The Merger Agreement—Consideration to be Received in the Merger.”
Further, following completion of the Merger, the Class A Common Stock will be delisted from the Nasdaq Global Select Market and
deregistered under the Exchange Act.
The board of directors
of the Company (the “Board”) (acting, at least in part, based upon the receipt of the unanimous recommendation of
a special committee of the Board, comprised solely of independent and disinterested directors (the “Special Committee”))
has (i) determined that the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement (the “Transactions”)
are advisable and fair to, and in the best interests of, the Company and the holders of Common Stock (the “Stockholders”)
(other than Parent and its subsidiaries), (ii) adopted and approved, pursuant to Nevada Revised Statutes (“NRS”)
92A.120, and declared advisable the Merger Agreement, the Merger and the other Transactions, (iii) directed the submission of the
Merger Agreement to the Stockholders for approval and (iv) recommended that the Stockholders vote in favor of the approval of the
Merger Agreement, the Merger and the other Transactions. Ms. Antonia Korsanos, who serves as Chair of the Board and who also serves
as Executive Vice Chair of the board of directors of Parent and Ms. Constance P. James, who at the time served as a member of the
Board and who was also the Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary of Parent, recused themselves
from the deliberations and vote of the Board regarding the Merger Agreement, the Merger and the other Transactions.
Concurrently with
the filing of this Transaction Statement, the Company is filing an information statement (the “Information Statement”)
under Section 14(c) of the Exchange Act. A copy of the Information Statement is attached hereto as Exhibit (a)(1) and
a copy of the Merger Agreement is attached as Annex A to the Information Statement. The approval of the Merger Agreement, the Merger
and the other Transactions required the affirmative vote (at a meeting or by written consent) of a majority of the voting power of the
Stockholders, with holders of Class A Common Stock and holders of Class B Common Stock voting together as a single class (the “Required
Stockholder Approval”). Following the execution of the Merger Agreement, Parent caused the Principal Stockholder, which on
such date beneficially owned all of the issued and outstanding shares of Class B Common Stock, representing a majority of the outstanding
voting power of the issued and outstanding shares of Common Stock, to execute and deliver to the Company an irrevocable written consent
approving the Merger Agreement, the Merger and the other Transactions (the “Written Consent”), thereby providing the
Required Stockholder Approval for the Merger.
Pursuant to
General Instruction F to Schedule 13E-3, the information contained in the Information Statement, including all annexes thereto, is expressly
incorporated herein by reference in its entirety, and responses to each item herein are qualified in their entirety by the information
contained in the Information Statement and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction
G to Schedule 13E-3 and show the location in the Information Statement of the information required to be included in response to the
items of Schedule 13E-3.
All information
contained in this Transaction Statement concerning any of the filing persons has been provided by such filing person and no filing person
has produced any disclosure with respect to any other filing persons.
ITEM 1. SUMMARY
TERM SHEET
The information
set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
ITEM 2. SUBJECT
COMPANY INFORMATION
(a) Name
and Address. The information set forth in the Information Statement under the following caption
is incorporated herein by reference:
“The Parties
to the Merger Agreement”
(b) Securities.
The information set forth in the Information Statement under the following captions is incorporated
herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“Market Information,
Dividends and Certain Transactions in the Class A Common Stock”
(c) Trading
Market and Price. The information set forth in the Information Statement under the following
caption is incorporated herein by reference:
“Market Information,
Dividends and Certain Transactions in the Class A Common Stock”
(d) Dividends.
The information set forth in the Information Statement under the following caption is incorporated
herein by reference:
“Market Information,
Dividends and Certain Transactions in the Class A Common Stock”
(e) Prior
Public Offerings. The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
“Summary”
“Market Information,
Dividends and Certain Transactions in the Class A Common Stock”
(f) Prior
Stock Purchases. The information set forth in the Information Statement under the following
caption is incorporated herein by reference:
“Market Information,
Dividends and Certain Transactions in the Class A Common Stock”
ITEM 3. IDENTITY
AND BACKGROUND OF FILING PERSONS
(a)–(c) Name
and Address; Business and Background of Entities; Business and Background of Natural Persons. The
information set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“The Parties
to the Merger Agreement”
“Directors,
Executive Officers and Controlling Persons of the Company”
“Where You
Can Find More Information”
ITEM 4. TERMS
OF THE TRANSACTION
(a)(1) Material
Terms – Tender Offers. Not applicable.
(a)(2) Material
Terms – Merger or Similar Transactions. The information set forth in the Information Statement
under the following captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The Special
Factors – Background of the Merger”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“The Special
Factors – Required Stockholder Approval for the Merger”
“The Special
Factors – Opinion and Materials of Lazard”
“The Special
Factors – Certain Company Financial Forecasts”
“The Special
Factors – Opinion and Materials of Macquarie Capital”
“The Special
Factors – Position of the Company on the Fairness of the Merger”
“The Special
Factors – Position of the LNW Entities in Connection with the Merger”
“The Special
Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The Special
Factors – Purposes and Reasons of the LNW Entities in Connection with the Merger”
“The Special
Factors – Accounting Treatment”
“The Special
Factors – Interests of Our Directors and Executive Officers in the Merger”
“The Special
Factors – Delisting and Deregistration of Class A Common Stock”
“The Special
Factors – Material United States Federal Income Tax Consequences of the Merger”
“The Merger
Agreement”
“Annex A:
Merger Agreement”
“Annex B:
Lazard Opinion”
“Annex C:
Macquarie Capital Opinion”
“Annex D:
Written Consent”
(c) Different
Terms. The information set forth in the Information Statement under the following captions is
incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The Special
Factors – Interests of Our Directors and Executive Officers in the Merger”
“The Merger
Agreement – Consideration to be Received in the Merger”
(d) Appraisal
Rights. The information set forth in the Information Statement under the following captions is
incorporated herein by reference:
“Summary
– No Dissenter’s Rights”
“Questions
and Answers about the Merger”
“No Dissenter’s
Rights”
(e) Provisions
for Unaffiliated Security Holders. The information set forth in the Information Statement under
the following captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“No Dissenter’s
Rights”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“Provisions
for Unaffiliated Stockholders”
(f) Eligibility
for Listing or Trading. Not applicable.
ITEM 5. PAST
CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a) Transactions.
The information set forth in the Information Statement under the following caption is incorporated
herein by reference:
“Market Information,
Dividends and Certain Transactions in the Class A Common Stock”
“Transactions
Between the Company and the LNW Entities”
(b)–(c) Significant
Corporate Events; Negotiations or Contacts. The information set forth in the Information
Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The Special
Factors – Background of the Merger”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“The Special
Factors – Required Stockholder Approval for the Merger”
“The Special
Factors – Financing”
“The Special
Factors – Position of the Company on the Fairness of the Merger”
“The Special
Factors – Position of the LNW Entities in Connection with the Merger”
“The Special
Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The Special
Factors – Purposes and Reasons of the LNW Entities in Connection with the Merger”
“The Special
Factors – Delisting and Deregistration of Class A Common Stock”
“The Special
Factors – Fees and Expenses”
“The Merger
Agreement – Form of Merger”
“The Merger
Agreement – Consummation and Effectiveness of the Merger”
“The Merger
Agreement – Consideration to be Received in the Merger”
“The Merger
Agreement – Written Consent; Merger Sub Shareholder Consent”
“Market Information,
Dividends and Certain Transactions in the Class A Common Stock”
“Annex A:
Merger Agreement”
“Annex D:
Written Consent”
(e) Agreements
Involving the Subject Company’s Securities. The information set forth in the Information
Statement under the following captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The Special
Factors – Background of the Merger”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“The Special
Factors – Required Stockholder Approval for the Merger”
“The Special
Factors – Financing”
“The Special
Factors – Position of the Company on the Fairness of the Merger”
“The Special
Factors – Position of the LNW Entities in Connection with the Merger”
“The Special
Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The Special
Factors – Purposes and Reasons of the LNW Entities in Connection with the Merger”
“The Special
Factors – Interests of Our Directors and Executive Officers in the Merger”
“The Special
Factors – Delisting and Deregistration of Class A Common Stock”
“The Special
Factors – Fees and Expenses”
“The Merger
Agreement – Form of Merger”
“The Merger
Agreement – Consummation and Effectiveness of the Merger”
“The Merger
Agreement – Consideration to be Received in the Merger”
“The Merger
Agreement – Written Consent; Merger Sub Shareholder Consent”
“The Merger
Agreement – Other Covenants and Agreements”
“Market Information,
Dividends and Certain Transactions in the Class A Common Stock”
“Transactions
between the Company and the LNW Entities”
“Annex A:
Merger Agreement”
“Annex D:
Written Consent”
ITEM 6. PURPOSES
OF THE TRANSACTION AND PLANS OR PROPOSALS
(b) Use
of Securities Acquired. The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The Special
Factors – Delisting and Deregistration of Class A Common Stock”
“The Special
Factors – Plans for the Company After the Merger”
“The Merger
Agreement – Form of Merger”
“The Merger
Agreement – Consideration to be Received in the Merger”
(c)(1)–(8) Plans.
The information set forth in the Information Statement under the following captions is incorporated
herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The Special
Factors – Background of the Merger”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“The Special
Factors – Position of the Company on the Fairness of the Merger”
“The Special
Factors – Position of the LNW Entities in Connection with the Merger”
“The Special
Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The Special
Factors – Purposes and Reasons of the LNW Entities in Connection with the Merger”
“The Special
Factors – Interests of Our Directors and Executive Officers in the Merger”
“The Special
Factors – Delisting and Deregistration of Class A Common Stock”
“The Special
Factors – Plans for the Company After the Merger”
“The Special
Factors – Fees and Expenses”
“The Merger
Agreement”
“Annex A:
Merger Agreement”
ITEM 7. PURPOSES,
ALTERNATIVES, REASONS AND EFFECTS
(a) Purposes.
The information set forth in the Information Statement under the following captions is incorporated
herein by reference:
“Summary”
“The Special
Factors – Background of the Merger”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“The Special
Factors – Position of the Company on the Fairness of the Merger”
“The Special
Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The Special
Factors – Purposes and Reasons of the LNW Entities in Connection with the Merger”
“The Special
Factors – Plans for the Company After the Merger”
(b) Alternatives.
The information set forth in the Information Statement under the following captions is incorporated
herein by reference:
“The Special
Factors – Background of the Merger”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“The Special
Factors – Opinion and Materials of Lazard”
“The Special
Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The Special
Factors – Alternatives to the Merger”
(c) Reasons.
The information set forth in the Information Statement under the following captions is incorporated
herein by reference:
“Summary”
“The Special
Factors – Background of the Merger”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“The Special
Factors – Position of the Company on the Fairness of the Merger”
“The Special
Factors – Position of the LNW Entities in Connection with the Merger”
“The Special
Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The Special
Factors – Purposes and Reasons of the LNW Entities in Connection with the Merger”
(d) Effects.
The information set forth in the Information Statement under the following captions is incorporated
herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The Special
Factors – Background of the Merger”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“The Special
Factors – Financing”
“The Special
Factors – Position of the Company on the Fairness of the Merger”
“The Special
Factors – Position of the LNW Entities in Connection with the Merger”
“The Special
Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The Special
Factors – Purposes and Reasons of the LNW Entities in Connection with the Merger”
“The Special
Factors – Accounting Treatment”
“The Special
Factors – Interests of Our Directors and Executive Officers in the Merger”
“The Special
Factors – Delisting and Deregistration of Class A Common Stock”
“The Special
Factors – LNW Entities’ Net Book Value and Net Earnings”
“The Special
Factors – Plans for the Company After the Merger”
“The Special
Factors – Fees and Expenses”
“The Special
Factors – Material United States Federal Income Tax Consequences of the Merger”
“The Merger
Agreement – Form of Merger”
“The Merger
Agreement – Consummation and Effectiveness of the Merger”
“The Merger
Agreement – Consideration to be Received in the Merger”
“The
Merger Agreement – Charter; Bylaws”
“The Merger
Agreement – Directors’ and Officers’ Indemnification and Insurance”
“The
Merger Agreement – Continuing Employee Matters”
“No Dissenter’s
Rights”
“Annex A:
Merger Agreement”
ITEM 8. FAIRNESS
OF THE TRANSACTION
(a)–(b) Fairness;
Factors Considered in Determining Fairness. The information set forth in the Information Statement
under the following captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The Special
Factors – Background of the Merger”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“The Special
Factors – Opinion and Materials of Lazard”
“The Special
Factors – Position of the Company on the Fairness of the Merger”
“The Special
Factors – Position of the LNW Entities in Connection with the Merger”
“The Special
Factors – Purposes and Reasons of the Company in Connection with the Merger”
“The Special
Factors – Purposes and Reasons of the LNW Entities in Connection with the Merger”
“The Special
Factors – Interests of Our Directors and Executive Officers in the Merger”
“The Special
Factors – LNW Entities’ Net Book Value and Net Earnings”
“Annex B:
Lazard Opinion”
The confidential
discussion materials prepared by Lazard Frères & Co. LLC (“Lazard”) and provided to the Special Committee,
dated June 12, 2023, July 12, 2023, July 19, 2023, July 26, 2023 and August 7, 2023, are attached hereto as
Exhibits (c)(3) through and including (c)(7) and, in each case, is incorporated by reference herein.
(c) Approval
of Security Holders. The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The Special
Factors – Background of the Merger”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“The Special
Factors – Required Stockholder Approval for the Merger”
“The Merger
Agreement – Written Consent; Merger Sub Shareholder Consent”
“Annex A:
Merger Agreement”
“Annex D:
Written Consent”
(d) Unaffiliated
Representative. The information set forth in the Information Statement under the following captions
is incorporated herein by reference:
“Summary”
“The Special
Factors – Background of the Merger”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“The Special
Factors – Opinion and Materials of Lazard”
“The Special
Factors – Position of the Company on the Fairness of the Merger”
“The Special
Factors – Position of the LNW Entities in Connection with the Merger”
“The Special
Factors – Interests of Our Directors and Executive Officers in the Merger”
“Annex B:
Lazard Opinion”
(e) Approval
of Directors. The information set forth in the Information Statement under the following captions
is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The Special
Factors – Background of the Merger”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“The Special
Factors – Position of the Company on the Fairness of the Merger”
“The Special
Factors – Position of the LNW Entities in Connection with the Merger”
(f) Other
Offers. The information set forth in the Information Statement under the following captions
is incorporated herein by reference:
“Summary”
“The Special
Factors – Background of the Merger”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“The Special
Factors – Position of the Company on the Fairness of the Merger”
“The Special
Factors – Position of the LNW Entities in Connection with the Merger”
“The Merger
Agreement – No Solicitation”
ITEM 9. REPORTS,
OPINIONS, APPRAISALS AND NEGOTIATIONS
(a)–(c) Report,
Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information
set forth in the Information Statement under the following captions is incorporated herein by reference:
“Summary”
“The Special
Factors – Background of the Merger”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“The Special
Factors – Opinion and Materials of Lazard”
“The Special
Factors – Opinion and Materials of Macquarie Capital”
“The Special
Factors – Certain Company Financial Forecasts”
“The Special
Factors – Position of the Company on the Fairness of the Merger”
“The Special
Factors – Position of the LNW Entities in Connection with the Merger”
“Annex B:
Lazard Opinion”
“Annex C:
Macquarie Capital Opinion”
The confidential
discussion materials prepared by Lazard and provided to the Special Committee, dated June 12, 2023, July 12, 2023, July 19,
2023, July 26, 2023 and August 7, 2023, are attached hereto as Exhibits (c)(3) through and including (c)(7) and,
in each case, is incorporated by reference herein.
The confidential
discussion materials prepared by Macquarie Capital (USA) Inc. and provided to the Board of Directors of Parent, dated May 17, 2023,
August 3, 2023 and August 7, 2023, are attached hereto as Exhibits (c)(8) through and including (c)(10) and, in each
case, is incorporated by reference herein.
The reports, opinions
or appraisals referenced in this Item 9 are filed herewith or incorporated by reference herein and will be made available for inspection
and copying at the principal executive offices of the Company during its regular business hours by any interested holder of Class A
Common Stock or representative who has been designated in writing, and copies may be obtained by requesting them in writing from the
Company at the email address provided under the caption “Where You Can Find More Information” in the Information Statement,
which is incorporated herein by reference.
ITEM 10. SOURCE
AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a)–(b) Source
of Funds; Conditions. The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The Special
Factors – Financing”
“The Special
Factors – Position of the LNW Entities in Connection with the Merger”
“The Merger
Agreement – Consummation and Effectiveness of the Merger”
“Annex A:
Merger Agreement”
(c) Expenses.
The information set forth in the Information Statement under the following caption is incorporated
herein by reference:
“The Special
Factors – Fees and Expenses”
(d) Borrowed
Funds. Not applicable.
ITEM 11. INTEREST
IN SECURITIES OF THE SUBJECT COMPANY
(a) Securities
Ownership. The information set forth in the Information Statement under the following captions
is incorporated herein by reference:
“Directors,
Executive Officers and Controlling Persons of the Company”
“Security
Ownership”
(b) Securities
Transactions. The information set forth in the Information Statement under the following captions
is incorporated herein by reference:
“The Special
Factors – Background of the Merger”
“The Special
Factors – Interests of Our Directors and Executive Officers in the Merger”
“The Merger
Agreement”
“Market Information,
Dividends and Certain Transactions in the Class A Common Stock”
“Annex A:
Merger Agreement”
ITEM 12. THE
SOLICITATION OR RECOMMENDATION
(d) Intent
to Tender or Vote in a Going-Private Transaction. Not applicable.
(e) Recommendations
of Others. Not applicable.
ITEM 13. FINANCIAL
STATEMENTS
(a) Financial
Statements. The audited financial statements set forth in the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2022, originally filed on March 1, 2023 (see pages 58 to 86 therein),
the unaudited consolidated statements of income, consolidated statements of comprehensive income, condensed consolidated balance sheets,
consolidated statements of changes in stockholders’ equity and condensed consolidated statements of cash flows set forth in the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, originally filed on May 9, 2023 (see
pages 6 to 19 therein), and the unaudited consolidated statements of income, consolidated statements of comprehensive income, condensed
consolidated balance sheets, consolidated statements of changes in stockholders’ equity and condensed consolidated statements of
cash flows set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, originally filed
on August 8, 2023 (see pages 6 to 19 therein), are incorporated by reference herein. The information set forth in the Information
Statement under the following captions is incorporated herein by reference:
“Market Information,
Dividends and Certain Transactions in the Class A Common Stock”
“Where You
Can Find More Information”
(b) Pro
Forma Information. Not applicable.
(c) Summary Information. The information set forth in the
Information Statement under the following caption is incorporated herein by reference:
“Summary Financial Information”
ITEM 14. PERSONS/ASSETS,
RETAINED, EMPLOYED, COMPENSATED OR USED
(a) Solicitations
or Recommendations. Not applicable.
(b) Employees
and Corporate Assets. The information set forth in the Information Statement under the following
captions is incorporated herein by reference:
“Summary”
“Questions
and Answers about the Merger”
“The Special
Factors – Background of the Merger”
“The Special
Factors – Recommendation of the Special Committee; Reasons for the Merger; Recommendation of the Board”
“The Special
Factors – Opinion and Materials of Lazard”
“The Special
Factors – Interests of Our Directors and Executive Officers in the Merger”
“The Special
Factors – Fees and Expenses”
ITEM 15. ADDITIONAL
INFORMATION
(b) Golden
Parachute Compensation. The information set forth in the Information Statement under the following
caption is incorporated herein by reference:
“The Special
Factors – Interests of Our Directors and Executive Officers in the Merger”
“The Merger
Agreement—Consideration to be Received in the Merger”
(c) Other
Material Information. The information set forth in the Information Statement, including all
annexes thereto, is incorporated herein by reference.
ITEM 16. EXHIBITS
(d)(8) | Services
Agreement, dated as of May 7, 2019, by and among Scientific Games Corporation (as predecessor
to Light & Wonder, Inc.), Scientific Games International, Inc. (as predecessor
to Light and Wonder International, Inc.), Bally Gaming, Inc. (as predecessor to
LNW Gaming, Inc.) and SciPlay Holding Company, LLC (as predecessor to SciPlay Games,
LLC), incorporated by reference to Exhibit 10.6 to SciPlay Corporation’s Current
Report on Form 8-K filed on May 8, 2019. |
* Previously
filed with the Schedule 13E-3 filed with the SEC on September 11, 2023
SIGNATURES
After due inquiry
and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated as of
October 3, 2023.
|
SCIPLAY CORPORATION |
|
|
|
|
By: |
/s/
Daniel O’Quinn |
|
Name: |
Daniel O’Quinn |
|
Title: |
Interim Chief Financial Officer and Secretary |
|
|
|
|
LIGHT &
WONDER, INC. |
|
|
|
|
By: |
/s/
James Sottile |
|
Name: |
James Sottile |
|
Title: |
Executive Vice President, Chief
Legal Officer and Corporate Secretary |
|
|
|
|
BERN MERGER
SUB, INC. |
|
|
|
|
By: |
/s/
James Sottile |
|
Name: |
James Sottile |
|
Title: |
President, Treasurer and Secretary |
|
|
|
|
LNW SOCIAL
HOLDING COMPANY I, LLC |
|
|
|
|
By: |
LNW Social Holding Company II,
LLC, |
|
|
its sole member |
|
|
|
|
By: |
Light and Wonder International,Inc., |
|
|
its sole member |
|
|
|
|
By: |
/s/
James Sottile |
|
Name: |
James Sottile |
|
Title: |
Secretary |
|
|
|
|
LNW SOCIAL
HOLDING COMPANY II, LLC |
|
|
|
|
By: |
Light and Wonder International,Inc., |
|
|
its sole member |
|
|
|
|
By: |
/s/
James Sottile |
|
Name: |
James Sottile |
|
Title: |
Treasurer and Secretary |
|
|
|
|
LIGHT AND WONDER
INTERNATIONAL, INC. |
|
|
|
|
By: |
/s/
James Sottile |
|
Name: |
James Sottile |
|
Title: |
Treasurer and Secretary |
SciPlay (NASDAQ:SCPL)
Historical Stock Chart
From Sep 2024 to Oct 2024
SciPlay (NASDAQ:SCPL)
Historical Stock Chart
From Oct 2023 to Oct 2024