Scientific Games (SGMS) to Acquire DEQ Systems for C$0.38/Share

August 31, 2016 8:06 AM EDT

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Scientific Games Corporation (Nasdaq: SGMS) announced that they have entered into a definitive agreement (the "Agreement") under which Scientific Games will acquire all of DEQ's issued and outstanding common shares for a cash payment of CAD$0.38 per share.

The transaction is expected to close in the fourth quarter of 2016 or the first quarter of 2017, subject to approval by DEQ's shareholders, receipt of gaming approvals in certain jurisdictions, and other customary closing conditions. DEQ generated revenue of CAD$9.5 million with gross profit of CAD$8.1 million on a trailing 12-month basis for the period ended May 31, 2016.

Scientific Games Senior Vice President – Table & Utility Products Roger Snow said, "The DEQ team has grown a fantastic business focused on providing revenue-generating and entertaining solutions for casino operators around the world. Their established and high-performing library of table games, table progressives, and random bonusing systems will enhance our offerings, add to our recurring revenue base, and provide even more ways for casinos to engage players through Scientific Games' extensive end-to-end casino portfolio of gaming machines, casino systems, table products, and interactive solutions. We're especially excited about DEQ's EZ Baccarat®, the world's leading baccarat brand with nearly 800 table games in 150 casinos worldwide."

Scientific Games, already a leader through its successful and proven Shuffle Master brand, now adds depth and breadth to its portfolio with the acquisition of DEQ Systems' table games and table game progressives, including its suite of table progressives which provide a recurring revenue stream.

DEQ Systems President and Chief Executive Officer Joseph Bertolone said, "We believe that this is a very good transaction for our company. We look forward to working closely with the Scientific Games team to ensure a smooth transition and continued innovation for gaming operators and their players around the world. I am incredibly proud of the entire team at DEQ for all that we have achieved."

Transaction Details

The acquisition of the shares of DEQ will be completed by a court approved plan of arrangement under the Canada Business Corporations Act (the "Arrangement") and will require the approval of 66 2/3 percent of the votes cast by DEQ shareholders at a special meeting of shareholders of DEQ expected to be held in late October or early November.

All of the directors and executive officers of DEQ have entered into support agreements pursuant to which they have agreed to vote in favor of the Arrangement.

In addition to the requisite shareholder and court approvals, completion of the Arrangement will be subject to certain regulatory approvals, including that of the TSX Venture Exchange and the satisfaction of certain other closing conditions customary for a transaction of this nature.

The Agreement contains customary representations and warranties of each party and interim operations covenants by DEQ. The Agreement includes customary deal protections, including a covenant of DEQ not to solicit other acquisition proposals and a right to match provision in favor of Scientific Games.

Recommendation of the DEQ Board of Directors

DEQ formed a special committee of independent directors to conduct an exhaustive process to identify and evaluate a variety of potential strategic alternatives to enhance shareholder value and act in the best interests of DEQ as a whole. Based on the recommendation of the special committee, DEQ's Board of Directors unanimously approved the transaction and will recommend that its shareholders vote in favor of the transaction. The DEQ Board has determined that the Arrangement is in the best interests of DEQ based on a number of factors, including a fairness opinion received from Union Gaming Securities, LLC.

Information Circular and DEQ Shareholders Meeting

A management proxy circular for the DEQ special meeting of shareholders is expected to be mailed to DEQ's shareholders in late September or early October, providing shareholders with important information about the transaction. Details of the transaction, as well as the rationale for the support of the transaction by DEQ's Board of Directors and a copy of the Fairness Opinion, will be set out in the proxy circular.

A copy of the Agreement, the DEQ proxy materials and related documents will be filed on DEQ's profile on SEDAR and will be available at www.sedar.com.

Advisors on the Transaction

McMillan LLP is acting as legal counsel to Scientific Games. Union Gaming Securities, LLC is acting as financial advisor to DEQ, and Osler, Hoskin & Harcourt LLP is acting as legal counsel to DEQ.



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