Exhibit (a)(1)(vii)
This announcement is not an offer to purchase or a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated January 15, 2010 and the related Letter of Transmittal and any amendments or supplements thereto and is being made to all holders of Shares other than the Trust. The Trust is not aware of any jurisdiction in which the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If the Trust becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant to the Offer, it will make a good faith effort to comply with the statute or seek to have the statute declared inapplicable to the Offer. If, after a good faith effort, the Trust cannot comply with the statute, it will not make the Offer to, nor will it accept tenders from or on behalf of, holders of Shares in the applicable state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on our behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
FortuNet, Inc.
at
$2.25 Net Per Share
Pursuant to the Offer to Purchase Dated January 15, 2010
by
The Yuri Itkis Gaming Trust of 1993
and
YI Acquisition Corp.
The Yuri Itkis Gaming Trust of 1993 (the “Gaming Trust”), through its wholly owned subsidiary YI Acquisition Corp., a Nevada corporation (“YI Acquisition”), is offering to purchase all of the outstanding shares of Common Stock, par value $0.001 per share (the “Shares”), of FortuNet, Inc., a Nevada corporation (“FortuNet”), for $2.25 per Share, net to the seller in cash (the “Offer Price”), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Unless otherwise specified, references in this Notice of Offer to Purchase for Cash to the “Trust” are to the Gaming Trust and/or YI Acquisition, as applicable.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 12, 2010, UNLESS THE OFFER IS EXTENDED.
The purpose of the Offer is to acquire for cash as many outstanding Shares as possible as a first step in acquiring all of the equity interests in FortuNet. If the Offer is completed, the Trust will purchase the Shares tendered in the Offer. The Trust expects that after it does so, it will own at least 90% of the outstanding Shares. On that basis, the Trust will be entitled to, and will, as soon as reasonably practicable, effect a merger (the “Merger”) between FortuNet and YI Acquisition. The Merger will result in each outstanding Share (other than Shares owned by the Trust) being converted into the right to receive the same amount of cash consideration paid in the Offer. Although not required under Nevada law, the Trust
will voluntarily provide those stockholders who do not agree with the price per Share paid in the Offer may choose to exercise a right of dissent.
Tendering stockholders will not be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by the Trust pursuant to the Offer. The Trust will pay all charges and expenses of Georgeson, Inc. (the “Information Agent”), Georgeson Securities Corporation (the “Dealer Manager”), and Continental Stock Transfer & Trust Company (the “Depositary”).
The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn prior to the expiration of the Offer a number of Shares representing at least a majority of the Shares outstanding immediately prior to the expiration of the Offer, excluding Shares owned by the Trust or any director or officer of the Company (the “Majority-of-the-Minority Condition”), which will be satisfied if the 90% Condition (defined below) is met and (ii) there being validly tendered and not withdrawn prior to the expiration of the Offer a number of Shares that, when added to the number of Shares already owned by the Trust, represents at least 90% of the Shares outstanding immediately prior to the expiration of the Offer (the “90% Condition”). Other conditions to the Offer are described in the Offer to Purchase. The Majority-of-the-Minority Condition and the 90% Condition are non-waivable.
Upon the terms and subject to the conditions set forth in the Offer to Purchase (including if the Offer is extended or amended, the terms and conditions of such extension or amendment), the Trust will accept for payment, and pay for, all Shares validly tendered on or prior to the Expiration Date. “Expiration Date” means 12:00 midnight, New York City time, on Friday, February 12, 2010, unless the Trust shall have extended the period for which the Offer is open, in which event the term “Expiration Date” shall mean the latest time and date on which the Offer, as so extended by the Trust, shall expire.
Subject to the applicable rules and regulations of the Securities and Exchange Commission, the Trust expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the Offer by giving oral or written notice of the extension to the Depositary and issuing a press release announcing the extension in accordance with applicable Securities and Exchange Commission rules. During any such extension of the Offer, all Shares previously tendered will remain subject to the terms of the Offer, including the right of a tendering stockholder to withdraw the stockholder’s previously tendered Shares. Subject to the applicable rules and regulations of the Securities and Exchange Commission, the Trust also expressly reserves the right, in its sole discretion, at any time or from time to time (i) to delay acceptance for payment of or (regardless of whether such Shares were theretofore accepted for payment) payment for, any tendered Shares, or to terminate or amend the Offer as to any Shares not then paid for, if any of the conditions of the Offer are not then satisfied and (ii) to waive any condition (other than the Majority-of-the-Minority Condition or the 90% Condition, neither of which can be waived) and to add, supplement, or change any other term or condition of the Offer, by giving oral or written notice of such delay, termination, amendment, waiver, or change to the Depositary and by making a public announcement thereof.
The Trust may elect, in its sole discretion, to provide a subsequent offering period of three to twenty business days (a “Subsequent Offering Period”). A Subsequent Offering Period, if provided, will not be an extension of the Offer. A Subsequent Offering Period will be an additional period of time, following the expiration of the Offer, in which stockholders may tender Shares not tendered during the Offer. If the Trust elects to provide a Subsequent Offering Period, it expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the Subsequent Offering Period (but not beyond a total of twenty business days) by giving oral or written notice of such extension to the Depositary.
For purposes of the Offer, the Trust will be deemed to have accepted for payment Shares validly tendered as, if, and when the Trust gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (i) a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal or (ii) a confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”) (an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal will be sufficient for these purposes).
Outstanding Shares that were issued pursuant to compensation plans of FortuNet and that are subject to restrictions on the holder’s ability to sell or otherwise transfer these Shares may not be tendered in the Offer and will instead (subject to the stockholder’s right to exercise a right of dissent) be converted in the Merger into the right to receive the same price per Share the Trust paid in the Offer.
Under no circumstances will interest on the Offer Price be paid by the Trust, regardless of any extension of the Offer or any delay in paying for tendered Shares.
Tenders of Shares made pursuant to the Offer are irrevocable except that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the expiration or termination of the Offer and, unless theretofore accepted for payment by the Trust pursuant to the Offer, may also be withdrawn at any time after Monday, March 15, 2010. There will be no withdrawal rights during any Subsequent Offering Period for Shares tendered during the Subsequent Offering Period.
For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth in the Offer to Purchase. Any such notice of withdrawal must specify the name of the person that tendered the Shares to be withdrawn, the number or amount of Shares to be withdrawn, and the names in which the Shares to be withdrawn are registered, if different from that of the person who tendered such Shares. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, the name of the registered holder and the serial numbers of the particular certificates evidencing the Shares to be withdrawn must also be furnished to the Depositary prior to the physical release of such certificates.
A stockholder’s receipt of the Offer Price for Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes, and also may be a taxable transaction under applicable state, local, and non-U.S. tax laws. All stockholders are urged to consult their tax advisors with respect to the specific tax consequences to them of the Offer and the Merger, including U.S. federal, state, local and non-U.S. tax consequences.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934 is contained in the Offer to Purchase and is incorporated herein by reference.
The Trust has requested FortuNet to provide its stockholder lists and related records for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase, and the related Letter of Transmittal and other relevant materials, will be mailed to record holders of Shares and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the security holder lists or, if applicable, who are listed as participants in a clearing agency’s security position listing, for forwarding to beneficial owners of Shares.
The Offer to Purchase and the related Letter of Transmittal contain important information and should be read in their entirety before any decision is made with respect to the Offer.
Questions and requests for assistance should be directed to the Information Agent at its address and telephone number set forth below. Requests for additional copies of the Offer to Purchase and the Letter of Transmittal should be directed to the Information Agent. A stockholder may also contact the Dealer Manager or the stockholder’s broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Offer.
The Dealer Manager for the Offer is: |
| The Information Agent for the Offer is: |
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Securities Corporation 199 Water Street, 26th floor New York, NY 10038-3560 Call Toll Free: (800) 445-1790 |
| 199 Water Street, 26th Floor New York, NY 10038-3560 Banks and Brokers Call (212) 440-9800 All Others Call Toll-Free (800) 868-1390 |
January 15, 2010