Gaming Partners International Corporation (NASDAQ: GPIC) ("GPIC") announced today that it has entered into a merger agreement with Angel Holdings Godo Kaisha ("Angel") pursuant to which Angel will acquire GPIC for cash in a transaction valued at approximately $110 million. The consideration to be paid to GPIC's stockholders will be $13.75 in cash for each share of GPIC common stock. 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. In addition, GPIC stockholders holding approximately 51% of the outstanding shares have signed a voting agreement to vote "for" the transaction.
TRANSACTION DETAILS
Under the terms of the merger agreement, stockholders of GPIC will receive $13.75 in cash in exchange for their shares. Upon closing of the transaction, Angel will own 100% of GPIC.
The merger agreement provides for a "go-shop" provision under which, subject to certain limitations and conditions contained in the merger agreement, GPIC and its board of directors may actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals to the proposed merger transaction until February 2, 2019. There can be no assurance that any person will make a proposal more favorable to the stockholders of GPIC than what Angel has agreed to under the merger agreement. GPIC does not intend to disclose developments about this process unless and until its board of directors has made a decision with respect to any potential superior proposal.
The transaction, which is expected to close in 2019, is subject to the approval of GPIC stockholders and the receipt of certain approvals from gaming authorities. The transaction is also conditioned on other customary closing conditions.
ADVISORS
B. Riley FBR, Inc. is serving as financial advisor to GPIC, and Saul Ewing Arnstein & Lehr LLP and Holland & Hart, LLP are acting as legal counsel for GPIC.
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(R) 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(R), Bourgogne et Grasset(R), Gemaco(R), Dolphin(R) and Bud Jones(R), 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.
