Digital game developer and publisher SciPlay Corporation has formed a special committee of independent directors this week to address Scientific Games’ proposal to purchase the remaining 19% equity in the firm that it does not already own.
The committee comprises William Thompson, Gerald Cohen, and Michael Marchetti, and has been granted independent authority by the SciPlay board to review and evaluate the proposed all-stock transaction.
Under the terms of the proposal, SciPlay shareholders, other than SG and its subsidiaries, would receive 0.250 shares of SG common stock for each share of SciPlay Class A common stock they own. That would imply a premium of 11% based on the SG and SciPlay respective stock prices as of the close of business on July 14, 2021, the last trading day prior to the proposal.
The special committee has retained Lazard as its financial advisor and Sullivan & Cromwell LLP as its legal counsel in connection with its review and evaluation of the proposed transaction.
In a statement, SciPlay advised: “The company cautions its shareholders and others considering trading in its securities that neither the board nor the special committee has made any decision with respect to the company’s response to the proposed transaction.
“There can be no assurance that any definitive offer will be made, that any definitive agreement will be executed relating to the proposed transaction or that this or any other transaction will be approved or consummated.”