Scientific Games Withdraws Offer to Acquire Remaining 19% Equity Interest in SciPlay

Scientific Games Corporation announced that it has withdrawn its previously announced July 15, 2021 all-stock offer to acquire the remaining 19% equity interest in SciPlay that it does not currently own. SGC previously offered to merge with SciPlay in a transaction that would have resulted in SciPlay shareholders, other than SGC, receiving 0.25 shares of SGMS stock for each share of SciPlay stock. The Company will retain its 81% economic interest and 98% voting interest in SciPlay.

“In line with our approach to capital management and disciplined M&A we have decided that continuing to pursue this opportunity would not be prudent for our shareholders at this time,” said Barry Cottle, President and Chief Executive Officer of Scientific Games. “We remain committed to our strategy of leveraging our unparalleled portfolio of hit franchises, world-class talent and premium content engine to develop great games fully cross-platform. SciPlay remains a strategic asset and has the opportunity to drive meaningful value as it grows its social casino market share and expands into the $20B casual genre leveraging its expertise in engagement and monetization. We will continue to invest in this sector in a disciplined manner. Importantly, as we advance our strategy, we will continue to take a holistic approach to capital management as we focus on allocating capital to drive growth in earnings per share.”

The Company recently announced the sales of its Lottery and Sports Betting businesses for approximately $7 billion in transactions that are on track to close in the second quarter of 2022. These proceeds will enable Scientific Games to drive improved shareholder returns through significantly de-levering its balance sheet, investing in the core business and targeting accretive digital M&A to accelerate its growth strategies. Scientific Games continues to take decisive steps as it executes on its vision of becoming the leading cross-platform global game company. SGC will also evaluate additional opportunities to allocate capital to best create shareholder value, including capital returns to shareholders, and will continue to be very disciplined with regards to M&A with a clear focus on optimizing returns for shareholders.

Advisors
Macquarie Capital is serving as financial advisor and Cravath, Swaine & Moore LLP is serving as legal advisor to Scientific Games.