LAS VEGAS, Nov. 19, 2013 /PRNewswire/ -- SHFL entertainment,
Inc. (NASDAQ Global Select Market: SHFL) ("SHFL") announced that at
a special shareholders' meeting held today, SHFL shareholders
approved the previously announced Agreement and Plan of Merger,
dated as of July 15, 2013 (the
"Merger Agreement"), by and among SHFL, Bally Technologies, Inc., a
Nevada corporation ("Bally"), and
Manhattan Merger Corp., a Minnesota corporation and an indirect wholly
owned subsidiary of Bally ("Merger Sub") providing for the merger
of Merger Sub with and into SHFL (the "Merger").
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More than 97% of the votes represented and cast at the meeting,
or approximately 77.88% of the total outstanding common stock
eligible to vote as of the October 15,
2013 record date, were voted in favor of the adoption of the
Merger Agreement. Shareholders also approved the non-binding
advisory proposal regarding Merger-related compensation with a vote
of more than 92% of the votes represented and cast at the
meeting.
Approval of the Merger Agreement by the shareholders satisfies
one of the conditions required to finalize the acquisition. The
transaction is still subject to required regulatory approvals and
certain other customary closing conditions.
FORWARD LOOKING STATEMENTS
This communication may contain forward-looking statements.
Forward-looking statements may be typically identified by such
words as "may", "will", "should", "expect", "anticipate", "plan",
"likely", "believe", "estimate", "project", "intend" and other
similar expressions among others. These forward-looking statements
are subject to known and unknown risks and uncertainties that could
cause our actual results to differ materially from the expectations
expressed in the forward-looking statements. Although we believe
that the expectations reflected in our forward-looking statements
are reasonable, any or all of our forward-looking statements may
prove to be incorrect. Consequently, no forward-looking statements
may be guaranteed and there can be no assurance that the actual
results or developments anticipated by such forward-looking
statements will be realized or, even if substantially realized,
that they will have the expected consequences to, or effects on,
the Company or its business or operations. Factors which could
cause our actual results to differ from those projected or
contemplated in any such forward-looking statements include, but
are not limited to, the following factors: (1) the risk that the
conditions to the closing of the Merger are not satisfied
(including the risk that regulatory approvals required for the
Merger are not obtained, on a timely basis or otherwise, or are
obtained subject to conditions that are not anticipated); (2)
litigation relating to the Merger; (3) uncertainties as to the
timing of the consummation of the Merger and the ability of each of
the Company and Bally to consummate the Merger; (4) risks that the
proposed transaction disrupts the current plans and operations of
the Company; (5) the ability of the Company to retain and hire key
personnel; (6) competitive responses to the proposed Merger; (7)
unexpected costs, charges or expenses resulting from the Merger;
(8) the failure by Bally to obtain the necessary debt financing
arrangements set forth in the commitment letter received in
connection with the Merger; (9) potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the Merger; and (10) legislative, regulatory and
economic developments. The foregoing review of important factors
that could cause actual events to differ from expectations should
not be construed as exhaustive and should be read in conjunction
with statements that are included herein and elsewhere, including
the risk factors included in the Company's most recent Annual
Report on Form 10-K for the year ended October 31, 2012, and our more recent reports
filed with the U.S. Securities and Exchange Commission including
the Form 10-Q for the quarter ended January
31, 2013, the Form 10-Q for the quarter ended April 30, 2013 and the Form 10-Q for the quarter
ended July 31, 2013. The Company can
give no assurance that the conditions to the Merger will be
satisfied. Except as required by applicable law, the Company
undertakes no obligation to revise or update any forward-looking
statement, or to make any other forward-looking statements, whether
as a result of new information, future events or otherwise.
SOURCE SHFL entertainment, Inc.