LAS
VEGAS, June 8, 2023 /PRNewswire/ -- SciPlay
Corporation (NASDAQ: SCPL) ("SciPlay" or the "Company"), today
announced that its Board of Directors (the "Board") has formed a
special committee of independent directors (the "Special
Committee") co-chaired by Mr. Gerald
Cohen and Ms. April Henry,
and with Mr. Michael Marchetti and
Mr. William Thompson serving as
members. The Special Committee has been granted full authority to
independently review and evaluate the non-binding proposal that the
Board received from Light & Wonder, Inc. (NASDAQ: LNW) ("Light
& Wonder") on May 18, 2023,
proposing that Light & Wonder acquire the remaining 17% equity
interest in SciPlay that it does not already own for $20.00 per share in cash (the "Proposed
Transaction").
The Special Committee has retained Lazard as its financial
advisor and Sullivan & Cromwell LLP as its legal
counsel in connection with its review and evaluation of the
Proposed Transaction.
The Company cautions its shareholders and others considering
trading in its securities that neither the Board nor the Special
Committee has made any decision with respect to the Proposed
Transaction. There can be no assurance that any definitive offer
will be made by Light & Wonder, that a definitive agreement
will be executed relating to the Proposed Transaction or that this
or any other transaction will be approved or consummated.
The Company and the Special Committee do not intend to comment
further about the Proposed Transaction unless and until they deem
further disclosure is appropriate or as required under applicable
law.
About SciPlay
We are a leading developer and publisher of digital games on
mobile and web platforms. SciPlay currently offers social casino
games Jackpot Party® Casino, Gold Fish® Casino, Quick Hit® Slots,
88 Fortunes® Slots, MONOPOLY® Slots, and Hot Shot Casino®, casual
games Bingo Showdown®, Solitaire Pets™ Adventure, and Backgammon
Live and a variety of hyper-casual games such as Rob Master 3D™, Deep Clean Inc.™ and Oh God™.
All of SciPlay's games are offered and played on multiple
platforms, including Apple, Google, Facebook, and Amazon. In
addition to developing original games, SciPlay has access to a
library of more than 1,500 real-world slot and table games provided
by Light & Wonder, Inc. and its Subsidiaries. For more
information, please visit http://www.SciPlay.com.
Contacts
For the Special Committee of the Board of Directors
Steven Lipin / Felipe Ucrós
Gladstone Place Partners
212-230-5930
Forward Looking Statements
This press release contains statements that may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, as amended.
Forward-looking statements describe future expectations, plans,
results or strategies and can often be identified by the use of
terminology such as "may," "will," "estimate," "intend," "plan,"
"continue," "believe," "expect," "anticipate," "target," "should,"
"could," "potential," "opportunity," "goal," or similar
terminology. These statements are based upon management's current
expectations, assumptions and estimates and are not guarantees of
timing, future results or performance. Therefore, you should not
rely on any of these forward-looking statements as predictions of
future events. Actual results may differ materially from those
contemplated in these statements due to a variety of risks and
uncertainties and other factors, including, among other
things: uncertainties as to whether an agreement of the
Proposed Transaction will be negotiated and executed; uncertainties
as to whether SciPlay will cooperate with Light & Wonder
regarding the Proposed Transaction; uncertainties as to whether the
Special Committee will approve any transaction proposed by Light
& Wonder; the possibility that the terms of any definitive
agreement with respect to the Proposed Transaction will be
materially different from the terms initially proposed by Light
& Wonder; negative effects from the announcement, pendency or
completion of the Proposed Transaction (in each case if
applicable), including potential adverse reactions or changes to
the business relationships of SciPlay resulting from the
announcement, pendency or completion of the Proposed Transaction;
uncertainties as to whether the conditions to the Proposed
Transaction will be satisfied or satisfied on the anticipated
schedule; the timing of the Proposed Transaction and whether the
Proposed Transaction will be completed; the failure to realize
contemplated benefits from the Proposed Transaction; potential
litigation relating to the Proposed Transaction; incurrence of
significant costs in connection with the Proposed Transaction; and
the effects of the COVID-19 pandemic and any resulting social,
political, economic and financial complications. Additional
information regarding risks and uncertainties and other factors
that could cause actual results to differ materially from those
contemplated in forward-looking statements is included from time to
time in SciPlay's filings with the Securities and Exchange
Commission, including under "Risk Factors" in Part II, Item 1A of
SciPlay's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2023 filed with the
SEC on May 9, 2023 and Part I, Item 1A "Risk Factors" in
SciPlay's 2022 Annual Report on Form 10-K filed with the SEC on
March 1, 2023. Forward-looking
statements speak only as of the date they are made and, except for
SciPlay's ongoing obligations under the U.S. federal securities
laws, SciPlay undertakes no and expressly disclaims any obligation
to publicly update any forward-looking statements whether as a
result of new information, future events or otherwise.
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SOURCE SciPlay Corporation