Bally Technologies and SHFL entertainment have entered into a 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 also take on SHFL 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.
“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.”
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.”