SciPlay Announces Formation of Special Committee and Appointment of Advisors
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.
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