GPIC Announces Anticipated Closing Date For Acquisition By Angel
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25 starts the formal process by which GPIC's common stock, par value $0.01 per share, will be delisted from NASDAQ and withdrawn from the reporting requirements under the Exchange Act.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.
SOURCE Gaming Partners International Corporation
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