EGT Nevada Announces the Closing of the Tender Offer for Shares of Entertainment Gaming
14 June 2017 - 8:09PM
EGT Nevada Holding Inc. (“EGT Nevada”) announced today that it and
Melco International Development Limited (“Melco International”)
have completed the previously announced tender offer (the “Offer”)
for all of the issued and outstanding shares of common stock (the
“Shares”) of Entertainment Gaming Asia Inc. (“Entertainment
Gaming”) (NASDAQ:EGT) that were not already owned by EGT Nevada and
its affiliates.
The Offer expired at 5:00 p.m., New York City time, on June 13,
2017. A total of 4,005,135 Shares (including 129,795 Shares
tendered by guaranteed delivery), representing 92.53% of the
outstanding Shares when combined with the Shares owned by EGT
Nevada and its affiliates, were tendered into and not withdrawn
from the Offer. According to the terms of the Offer, EGT
Nevada will deliver payment for the Shares validly tendered and not
properly withdrawn prior to the expiration date as promptly as
practicable.
As promptly as practicable without a vote of, or prior notice
to, Entertainment Gaming’s stockholders, EGT Nevada intends to
effect a “short-form” merger under Section 92A.180 of the Nevada
Revised Statutes, pursuant to which EGT Nevada will be merged with
and into Entertainment Gaming, and Entertainment Gaming will
continue as the surviving corporation and a wholly owned indirect
subsidiary of Melco International. In connection with such
merger, all Shares not validly tendered in the Offer, other than
Shares owned by EGT Nevada and its affiliates, will be cancelled
and converted into the right to receive the same cash price of
$2.35 per Share paid in the Offer. As a result, Entertainment
Gaming will become a privately-held company, and Entertainment
Gaming’s common stock will cease trading on the NASDAQ Capital
Market and will be delisted.
Information About Forward-Looking
Statements
This document contains certain forward-looking statements,
including statements that involve risks and uncertainties
concerning the proposed acquisition of Shares of Entertainment
Gaming, anticipated customer benefits and general business outlook.
When used in this document, the words “anticipates”, “can”, “will”,
“look forward to”, “expected” and similar expressions and any other
statements that are not historical facts are intended to identify
those assertions as forward-looking statements. Any such statement
may be influenced by a variety of factors, many of which are beyond
the control of EGT Nevada, that could cause actual outcomes and
results to be materially different from those projected, described,
expressed or implied in this document due to a number of risks and
uncertainties. Accordingly, no assurances can be given that any of
the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what impact they will
have on the results of operations or financial condition of EGT
Nevada or Entertainment Gaming. You are cautioned to not place
undue reliance on forward-looking statements, which speak only as
of the date of this document. Neither EGT Nevada nor any other
person is under any duty to update any of the information in this
document.
Additional Information
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
is for informational purposes only. The Offer is not being made to,
nor will tenders be accepted from, or on behalf of, holders of
Shares in any jurisdiction in which the making of the Offer or the
acceptance thereof would not comply with the laws of that
jurisdiction. The Offer is being made pursuant to a combined Tender
Offer Statement and Rule 13e-3 Transaction Statement filed under
cover of Schedule TO, as amended (including the Offer to Purchase,
a related Letter of Transmittal and other offer materials) filed by
EGT Nevada and Melco International with the SEC.
The Offer does not involve nor relate to Melco Resorts &
Entertainment Limited, Melco International’s major gaming
subsidiary.
Media EnquiriesMaggie MaTel: (852) 3151
3767Fax: (852) 3162 8375Email: maggiema@melco-group.com
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