- Written communication relating to an issuer or third party (SC TO-C)
24 November 2009 - 8:18AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
FORTUNET, INC.
(Name of Subject Company Issuer)
THE YURI ITKIS GAMING TRUST OF 1993
YI ACQUISITION CORP.
YURI ITKIS
(Name of Filing Persons (Offeror))
Common Stock, Par Value $0.001 Per
Share
(Title of Class of Securities)
378967 10 3
(CUSIP Number of Class of Securities)
Yuri Itkis
2950 S. Highland Dr., Ste. C
Las Vegas, NV 89109
(702) 796-9090
(name, address, and telephone number of persons authorized to receive
notices
and communications on behalf of filing persons)
Copy to:
Michael J. Bonner
|
|
Brian H.
Blaney
|
Eric T. Blum
|
|
Greenberg
Traurig, LLP
|
Greenberg Traurig, LLP
|
|
2375 East
Camelback Road, Suite 700
|
3773 Howard Hughes Parkway
|
|
Phoenix,
Arizona 85016
|
Las Vegas, NV 89169
|
|
(602) 445-8000
|
(702) 792-3773
|
|
|
x
Check the box if the filing
relates solely to preliminary communications made before the commencement of a
tender offer.
Check
the appropriate boxes to designate any transactions to which the statement
relates:
x
third-party tender offer
subject to Rule 14d-1.
o
issuer tender offer subject to Rule 13e-4.
x
going-private transaction
subject to Rule 13e-3.
o
amendment to Schedule 13D under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the results of
the tender offer:
o
Press Release
YURI ITKIS
GAMING TRUST PROPOSES TO ACQUIRE REMAINING
PUBLIC
STAKE IN FORTUNET
Proposed
Price of $1.70 in Cash per Share
LAS
VEGAS, November 23, 2009The Yuri Itkis Gaming Trust of 1993 (the Trust)
announced today that it intends to make a tender offer for all of the
outstanding shares of Common Stock of FortuNet, Inc. (Nasdaq: FNET) not
already owned by the Trust for $1.70 per share in cash. The offer price represents a premium of
approximately 34% over the closing price of the shares on November 20,
2009, and a premium of approximately 28% above the average closing price of the
shares for the 20 trading days immediately preceding November 20,
2009. Assuming the successful completion
of the tender offer, the Trust intends to acquire the remaining shares not
already owned by it through a short form cash merger at the same per share
cash price paid in the tender offer.
The
Trust currently owns approximately 75% of the outstanding shares of Common
Stock of FortuNet.
ABOUT
THE PROPOSED SHARE ACQUISITION
The
offer will be irrevocably conditioned upon the tender of a sufficient number of
shares of Common Stock to cause the Trust to own 90% of the outstanding
shares. If that condition is satisfied,
the Trust will be entitled to use the short form merger procedure to acquire
the remaining shares of FortuNet not owned by the Trust. The Trust intends to use that procedure
promptly after the completion of the tender offer to acquire the remaining
shares at the same per share cash price paid in the tender offer. Neither the tender offer nor the subsequent merger
will be conditioned on the Trust obtaining any financing.
The
Trust expects to commence the tender offer in mid December 2009. Offering materials will be mailed to FortuNet
stockholders and the Trust will file all necessary information with the United
States Securities and Exchange Commission (SEC). The commencement and completion of the tender
offer and, if the tender offer is completed, the consummation of the merger, do
not require any approval by FortuNets board of directors, and the Trust has
not asked FortuNets board of directors to approve the tender offer or the
merger. Under applicable law, FortuNet
will be required to file with the SEC a statement as to its position on the
offer as well as other required information within 10 business days of the date
on which the offer is commenced.
Assuming the completion of the offer, the Trust intends to seek
delisting of the shares of Common Stock from Nasdaq and to cause FortuNet to
apply for termination of registration of the shares under the Securities
Exchange Act of 1934 as soon after the completion of the offer as the
requirements for such delisting and termination are met.
The
Trust has advised FortuNets board of directors of its plans for the tender
offer and the merger.
ABOUT
FORTUNET, INC.
According
to its website, FortuNet, together with its wholly owned subsidiaries,
Millennium Games, Star Bingo Holdings, LLC, and Star Bingo Supply, LLC, is
engaged primarily in the business of designing, manufacturing, field
maintenance of, and leasing electronic gaming and entertainment systems
throughout North America. FortuNet
derives substantially all of its revenues from the gaming industry in the
United States and Canada.
NOTICE FOR FORTUNET STOCKHOLDERS
This
announcement is neither an offer to purchase nor a solicitation of an offer to
sell securities. The tender offer for
the outstanding shares of FortuNet described in this press release has not
commenced. At
the
time the tender offer is commenced, the Trust will file a tender offer
statement on Schedule TO with the SEC, and FortuNet will file a
solicitation/recommendation statement on Schedule 14D-9 with respect to the
tender offer. The tender offer statement
(including an offer to purchase, a related letter of transmittal, and other
offer documents) and the solicitation/recommendation statement will contain
important information that should be read carefully before any decision is made
with respect to the tender offer. Those
materials will be made available to FortuNet stockholders at no expense to
them. In addition, all of those
materials, and all other offer documents filed with the SEC, will be available
at no charge on the SECs website at www.sec.gov.
FORWARD-LOOKING
STATEMENTS WARNING
This
news release contains forward-looking statements. These statements are not guarantees of future
performance and involve risks and uncertainties that are difficult to
predict. The statements are based upon
the Trusts current expectations and beliefs and are subject to a number of
known and unknown risks and uncertainties that could cause actual results to
differ materially from those described in the forward-looking statements. There can be no assurances that any
transaction will be consummated. The
Trust disclaims any obligation to update or revise the information in this news
release based on new information or otherwise except as required by law.
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