SciPlay Announces Formation of Special Committee and Appointment of Advisors

Rhea-AI Summary

SciPlay Corporation (NASDAQ: SCPL) formed a special committee of independent directors to review a proposal from Scientific Games (NASDAQ: SGMS) regarding the acquisition of SciPlay's remaining 19% equity interest. The proposal, announced on July 15, 2021, suggests an all-stock transaction where SciPlay shareholders would receive 0.250 shares of Scientific Games for each share they own, reflecting an 11% premium based on stock prices as of July 14, 2021. Lazard and Sullivan & Cromwell LLP have been retained as advisors. The Board and Special Committee have yet to make a decision on the proposal.

Positive

• Formation of a special committee indicates strategic planning and thorough evaluation of potential acquisition.
• Retention of Lazard and Sullivan & Cromwell LLP signals serious consideration of the proposal.

Negative

• Uncertainties regarding the approval and execution of the Proposed Transaction could lead to volatility in share prices.
• Potential adverse reactions from business partners and stakeholders due to the announcement of the Proposed Transaction may impact operations.

LAS VEGAS, Aug. 10, 2021 /PRNewswire/ -- SciPlay Corporation (NASDAQ: SCPL) ("SciPlay" or the "Company"), a leading developer and publisher of digital games on mobile and web platforms, today announced that its Board of Directors (the "Board") has formed a special committee of independent directors (the "Special Committee") consisting of Mr. William Thompson, Mr. Gerald Cohen, and Mr. Michael Marchetti. The Board has granted the Special Committee independent authority to review and evaluate a previously announced proposal that the Board received on July 15, 2021 from Scientific Games Corporation (NASDAQ: SGMS) ("Scientific Games"), proposing that Scientific Games acquire the remaining 19% equity interest in SciPlay that Scientific Games does not currently own in an all-stock transaction (the "Proposed Transaction").   In the Proposed Transaction, SciPlay shareholders, other than Scientific Games and its subsidiaries, would receive 0.250 shares of Scientific Games common stock for each share of SciPlay Class A common stock they own, which would imply a premium of 11% based on the Scientific Games and SciPlay respective stock prices as of the close of business on July 14, 2021, the last trading day prior to Scientific Games' proposal.

The Special Committee has retained Lazard as its financial advisor and Sullivan & Cromwell LLP as its legal counsel in connection with its review and evaluation of the Proposed Transaction.

The Company cautions its shareholders and others considering trading in its securities that neither the Board nor the Special Committee has made any decision with respect to the Company's response to the Proposed Transaction. There can be no assurance that any definitive offer will be made, that any definitive agreement will be executed relating to the Proposed Transaction or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

All ® notices signify marks registered in the United States. © 2021 SciPlay Corporation. All Rights Reserved.

About SciPlay

SciPlay Corporation (NASDAQ: SCPL) is a leading developer and publisher of digital games on mobile and web platforms. SciPlay currently offers seven core games, including social casino games Jackpot Party^® Casino, Gold Fish^® Casino, Hot Shot Casino^® and Quick Hit^® Slots, and casual games MONOPOLY Slots, Bingo Showdown and 88 Fortunes^® Slots. SciPlay's social casino games feature slots-style game play and occasionally table games-style game play, while its casual games blend slots-style or bingo game play with adventure game features. All of SciPlay's games are offered and played on multiple platforms, including Apple, Google, Facebook and Amazon. In addition to developing original games, SciPlay has access to a library of more than 1,500 real-world slot and table games provided by Scientific Games Corporation and its Subsidiaries. For more information, please visit sciplay.com.

Forward-Looking Statements

This press release contains statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. 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 and 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, among other things:  uncertainties as to whether an agreement of the Proposed Transaction will be negotiated and executed; uncertainties as to whether SciPlay will cooperate with Scientific Games regarding the Proposed Transaction; uncertainties as to whether the Special Committee will approve any transaction proposed by Scientific Games; the possibility that the terms of any definitive agreement with respect to the Proposed Transaction will be materially different from the terms initially proposed by Scientific Games; negative effects from the announcement, pendency or completion of the Proposed Transaction (in each case if applicable), including potential adverse reactions or changes to the business relationships of SciPlay resulting from the announcement, pendency or completion of the Proposed Transaction; uncertainties as to whether the conditions to the Proposed Transaction will be satisfied or satisfied on the anticipated schedule; the timing of the Proposed Transaction and whether the Proposed Transaction will be completed; the failure to realize contemplated benefits from the Proposed Transaction; potential litigation relating to the Proposed Transaction; incurrence of significant costs in connection with the Proposed Transaction; and the impact of the COVID-19 pandemic and any resulting social, political, economic and financial complications on SciPlay and Scientific Games or the Proposed Transaction. Additional information regarding risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in SciPlay's filings with the Securities and Exchange Commission, including under "Risk Factors" in Part II, Item 1A of SciPlay's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 and Part I, Item 1A "Risk Factors" in SciPlay's 2020 Annual Report on Form 10-K filed with the SEC on March 1, 2021. Forward-looking statements speak only as of the date they are made and, except for SciPlay's ongoing obligations under the U.S. federal securities laws, SciPlay's undertakes no and expressly disclaims any obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.

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SOURCE SciPlay Corporation

FAQ

What is the proposal from Scientific Games to SciPlay about?

Scientific Games proposed to acquire the remaining 19% equity interest in SciPlay in an all-stock transaction.

What does the proposed transaction imply for SciPlay shareholders?

SciPlay shareholders would receive 0.250 shares of Scientific Games common stock for each share of SciPlay Class A common stock they own, indicating an 11% premium.

Who is part of the special committee formed by SciPlay?

The special committee consists of independent directors William Thompson, Gerald Cohen, and Michael Marchetti.

What risks are associated with the proposed acquisition of SciPlay?

Risks include uncertainties in negotiation, potential adverse reactions from partners, and changes in business relationships.

What has SciPlay stated about the transaction's future developments?

SciPlay cautions that no definitive offer or agreement has been made regarding the proposed transaction.