EXHIBIT 99.2
NEWS RELEASE
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT:
JOSEPH J. LAHTI, PRESIDENT AND CEO
BILL BARTKOWSKI GARY W. GRIFFIN, CFO
INVESTOR RELATIONS ADVISOR PH: 612.943.1951
PH: 888.642.1955 (TOLL FREE) OR 612.344.1012 FAX: 612.943.2090
FAX: 612.344.1001
SHUFFLE MASTER, INC. ADOPTS SHAREHOLDER RIGHTS PLAN
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MINNEAPOLIS . . . Monday, June 29, 1998 . . . Shuffle Master, Inc. (NASDAQ
National Market: SHFL) announced that its Board of Directors has adopted a
Shareholder Rights Plan under which preferred stock purchase rights will be
distributed on July 10, 1998, at the rate of one Right for each outstanding
share of the Company's common stock, to shareholders of record on that date.
The plan is designed to deal with the serious problem of unilateral actions by
hostile acquirers which take advantage of temporary weakness in an issuer's
stock. These actions are calculated to deprive an issuer's Board and its
shareholders of their ability to realize the long-term value of an issuer's
significant strategic investments. The Shuffle Master shareholder rights plan is
intended to increase the likelihood that the Company's shareholders will realize
the long-term value of their investment.
Joseph J. Lahti, Chairman and CEO of Shuffle Master stated, "While the mechanics
of the plan are cumbersome, the underlying equation is simple. If any person or
group acquires 20% or more of Shuffle Master's common stock, all shareholders on
that date, other than the shareholder(s) with the 20% or greater position, will
have the right to purchase additional shares at a 50% discount to the
then-current market value. The number of shares that can be purchased will be
based on a formula that divides $18 by the then-current market value discounted
by 50%."
The Plan specifies that each Right will entitle holders of Shuffle Master common
stock to buy one-hundredth of a share of a new series of preferred stock at a
price of $18, subject to adjustment. The Rights will generally become
exercisable after a person or group acquires beneficial ownership of 20% or more
of the Company's common stock or announces a tender offer upon consummation of
which such person or group would own 20% or more of the Company's common stock.
If any person or group becomes the owner of 20% or more of the Company's common
stock, then, in lieu of the right to purchase preferred stock, each Right will
thereafter entitle its holder (other than an acquiring person or member of an
acquiring group) to purchase shares of the Company's common stock in an amount
equal to the exercise price ($18) of one one-hundredth share of the preferred
stock divided by 50% of the then-current market price of one share of common
stock.
In addition, if the Company is acquired in a merger or other business
combination transaction, or sells 20% or more of its assets or earnings power
then, in lieu of the right to purchase preferred stock, each Right will
thereafter generally entitle its holder to purchase common shares of the
acquiring company using the same formula as for the Company's common stock.
The Rights will expire in ten years unless earlier redeemed or terminated. At
the option of the Board of Directors, the Company generally may amend the Rights
or redeem the Rights at $0.01 per Right at any time prior to the time a person
or group has acquired 20% of the Company's common stock.
The Board adopted the new Plan to protect against future abusive takeover
tactics such as partial tender offers and selective open market purchases. The
Plan is intended to assure that shareholders receive fair and equitable
treatment in the event of unsolicited attempts to acquire the Company. The Plan
is not intended to prevent an acquisition of the Company on terms that are
favorable and fair to all shareholders, and will not do so.
Additional detail regarding the Rights Plan will be outlined in a summary to be
mailed to all shareholders following the record date.
The Board is considering and may adopt additional measures to protect against
abusive takeover tactics.
Shuffle Master, Inc. is a Minneapolis-based company specializing in providing
innovative products and services to the casino industry.
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THIS RELEASE CONTAINS FORWARD LOOKING STATEMENTS THAT REFLECT RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
EXPECTATIONS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
EXPECTATIONS INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: CHANGES IN THE
LEVEL OF ACCEPTANCE OF THE COMPANY'S EXISTING PRODUCTS; COMPETITIVE ADVANCES;
ACCELERATION AND/OR DECELERATION OF VARIOUS PRODUCT DEVELOPMENT AND ROLL OUT
SCHEDULES; CONSUMER AND INDUSTRY ACCEPTANCE OF THE COMPANY'S PRODUCTS IN NEW
JURISDICTIONS AND NEW PRODUCTS AS INTRODUCED; HIGHER THAN EXPECTED PRODUCT
DEVELOPMENT AND/OR ROLL OUT COSTS; CURRENT AND/OR UNANTICIPATED FUTURE
LITIGATION; GENERAL ECONOMIC CONDITIONS; REGULATORY AND JURISDICTIONAL ISSUES
INVOLVING SHUFFLE MASTER SPECIFICALLY, AND FOR THE GAMING INDUSTRY IN GENERAL;
THE RELATIVE FINANCIAL HEALTH OF THE GAMING INDUSTRY BOTH NATIONALLY AND
INTERNATIONALLY; AND THE RISKS AND FACTORS DESCRIBED FROM TIME TO TIME IN THE
COMPANY'S REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.