071813 GTR_Bally Logo_300Bally Technologies and SHFL entertainment have entered into definitive agreement in which Bally has agreed to acquire SHFL at a per share price of $23.25 in cash for total consideration of approximately $1.3 billion.

This consideration represents a premium of 37 percent over the average closing price of SHFL common stock for the 90 days ended July 15, 2013 and a premium of 24 percent over the closing price of SHFL common stock on July 15, 2013. Bally will acquire all of the outstanding shares of SHFL for a per share price of $23.25 in cash, representing a total enterprise value of approximately $1.3 billion, including debt of $8 million and cash of $41 million as of April 30, 2013.

The transaction, which was unanimously approved by both the SHFL and Bally Boards of Directors, combines two best‐in‐class, highly complementary and customer‐centric gaming technology companies with a shared focus on innovation.

“We believe that now is the right time to join forces with Bally as there is a unique opportunity to combine each other's many strengths, particularly our talented teams who have been the key drivers of success for each organization. It also represents an opportunity for our shareholders to receive a significant premium for their shares,” said Gavin Isaacs, SHFL's CEO, in a prepared statement. “Like SHFL, Bally focuses on creating both entertaining player experiences through high‐performing content and state‐of‐the‐art technological solutions to increase productivity on the casino floor. United, we become a larger, stronger organization that we believe will best position the company for future growth. Equally important, we share a common vision to build the industry's leading supplier based on delivering superior products, solutions and services to customers around the world."

“Both Bally and SHFL have long histories of proven innovation, excellent customer service and successfully anticipating and adapting to changes within our industry, which makes bringing our two companies together a great strategic fit,” added Ramesh Srinivasan, Bally's president and CEO. “The transformational acquisition of SHFL—which joins two high‐caliber, talented and creative teams—will further enhance our ability to deliver future growth and serve our customers. SHFL's intellectual property, renowned brands and industry‐leading suite of diverse, high‐performance products will enable us to offer an unparalleled offering of gaming products and services, which—when combined with our content, technology, operational capabilities and respective geographic footprints—will provide the most comprehensive product portfolio offered around the world."

The transaction is subject to approval by SHFL's shareholders, required regulatory and other approvals and customary closing conditions. The transaction is expected to close no later than June 15, 2014. Bally has obtained committed financing to complete the acquisition and the transaction is not subject to a financing contingency.

Some Wall Street analysts believe the acquisition/merger will create a very strong entity with significant global reach.

“Many investors (and industry insiders) have often opined that SHFL would make one of the best acquisitions for a large domestic slot supplier given its unique core competencies, adding diversity outside of slot sales and domestic markets. We agree,” wrote David Bain, analyst for Sterne Agee, in an investor’s report. “From a strategic standpoint, we like the combination of mostly non-competitive business lines that include unique technologies and patents from both companies. We like the deal—significant potential EPS accretion, good combo. Based on projected debt costs, new amortization, income, and BYI’s current shares outstanding, we believe the deal will be EPS accretive by $0.30 to $0.40 in BYI’s FY15. Our accretion analysis includes $30m of synergies BYI/SHFL expect from economies of scale, regulatory licensing overlaps, public company fees and marketing and trade show efforts.”