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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Check the appropriate box:
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|_| Preliminary Proxy Statement
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(as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to
ss. 240.14a-11(c) or ss. 240.14a-12
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ACRES GAMING INCORPORATED
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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and 0-11.
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THE FOLLOWING IS AN EMAIL SENT FROM ACRES GAMING INCORPORATED TO CERTAIN ACRES
CUSTOMERS ON JUNE 29, 2003.
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Acres Gaming will issue the attached press release regarding the
company's future before the markets open on Monday morning. We value the
relationship we have with [you] and wanted to ensure that you were informed
about these developments. I will call you on Monday to discuss the details.
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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(TM), Acres
Cashless, and Acres Advantage(TM) 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.