SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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| ACRES GAMING INCORPORATED |
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THE FOLLOWING IS A PRESS RELEASE ISSUED BY ACRES GAMING INCORPORATED ON JUNE 30, 2003.
International Game Technology and Acres Gaming Incorporated
Announce Merger Agreement
(Las Vegas, NV – June 30, 2003)– International Game Technology (NYSE: IGT) (IGT) and Acres Gaming Incorporated (Nasdaq: AGAM) announced today that the Boards of Directors of both companies have unanimously approved a definitive agreement pursuant to which Acres will merge with a subsidiary of International Game Technology. Under the terms of the agreement, IGT will pay $11.50 per share in an all cash transaction, representing an aggregate purchase price of approximately $130 million on a fully diluted share basis. IGT estimates that the transaction will be neutral to slightly accretive to earnings per share on a full year basis, subject to final purchase accounting adjustments.
Acres specializes in the development of gaming systems technology that enables casino operators to increase patron loyalty. The resulting combination will position IGT as a leading provider of gaming systems to the world-wide casino market.
“The combined IGT/Acres product offering will provide all of our customers with more product choices, increased customer service and exciting innovations that will enhance the gaming experience of the player,” commented Rich Pennington, Executive Vice President of Product Development for IGT.
“Acres and IGT have worked together on many successful initiatives over the years,” said Bud Glisson, Acres’ CEO. “The actual combination of our technologies and people will further strengthen our capacity to continue to provide reliable and innovative system products in the gaming industry.”
The merger is subject to the approval of Acres’ stockholders, various regulatory approvals, including Hart-Scott-Rodino and gaming regulatory approvals, and other conditions. The companies anticipate that the transaction will be completed in the fourth calendar quarter of 2003.
The Seidler Companies Incorporated provided a fairness opinion and acted as financial advisor to Acres.
Information about Acres
Acres is a software development company serving the worldwide gaming industry. Acres provides bonusing and cashless gaming products as well as a full suite of integrated casino management systems via its Acres Bonusing™, Acres Cashless, and Acres Advantage™ product lines. Acres’ patented technology enables casino operators to increase patron loyalty by differentiating their properties in an increasingly competitive environment. Acres’ products provide the tools that increase player enjoyment and satisfaction while improving operational efficiency and property profitability. Detailed descriptions of the promotions made available by Acres Bonusing as well as other products offered by Acres, are available at the company’s Web site, http://www.acresgaming.com. Acres was founded in 1992 and has offices in Las Vegas, Nevada and Corvallis, Oregon.
Information about IGT
IGT (www.IGT.com) is a world leader in the design, development and manufacture of microprocessor-based gaming and lottery products and software systems in all jurisdictions where gaming and lotteries are legal.
Additional Information
In connection with the merger, Acres will file a proxy statement and other relevant documents with the U.S. Securities and Exchange Commission (the “SEC”). Stockholders are urged to read the proxy statement carefully and in its entirety when it becomes available, together with all other relevant documents filed by Acres with the SEC, because such documents will contain important information. You will be able to obtain these documents free of charge at the web site maintained by the SEC at www.sec.gov. In addition, you can obtain documents filed by Acres with the SEC free of charge by requesting them in writing from Acres Gaming Incorporated, Investor Relations, 7115 Amigo Street, Suite 150, Las Vegas, Nevada 89119, Phone: (702) 263-7588 , Fax: (702) 263-7595.
Acres and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Acres stockholders in connection with the merger. Information about the directors and executive officers of Acres and their ownership of Acres’ shares is set forth in Acres’ proxy statement for its 2002 annual meeting of stockholders. Copies of Acres’ 2002 proxy statement are available at the addresses provided above. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement regarding the merger when it becomes available.
INVESTORS ARE URGED TO READ THE MERGER PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING DECISION.
All statements in this press release that are not historical facts are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended and other applicable securities laws. Forward-looking statements relating to the completion of the merger involve risks and uncertainties, and various factors could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results to differ from those indicated in the forward-looking statements include, but are not limited to: failure to obtain the approval of Acres’ stockholders; failure to obtain regulatory approvals, including gaming regulatory approvals in various jurisdictions; failure to satisfy the conditions to closing; and other factors detailed from time to time in Acres’ reports filed with the Securities and Exchange Commission, including Acres’ Form 10-K for the year ended June 30, 2002. Actual results may differ materially from the forward-looking statements.
