Light & Wonder has publicly made a non-binding proposal to acquire the outstanding shares in SciPlay that it hasn’t yet acquired, offering $20 per share and totaling a transaction of $422m.
President and CEO Matthew Wilson wrote to the SciPlay board to notify that Light & Wonder is interested in acquiring the final 17% that it does not already hold, to make the games develop a wholly-owned subsidiary.
Wilson wrote: “The proposed Transaction offers SciPlay’s public shareholders a compelling combination of value, speed and certainty. SciPlay’s public shareholders would receive an immediate and certain premium value for their shares in cash, obtaining liquidity and de-risking their investment in a volatile and uncertain market.
“Currently, L&W owns approximately 83% of the economic interest and 98% of the voting interest in SciPlay. In considering this proposal, it should be noted that, in our capacity as a shareholder of SciPlay, we are interested only in the Transaction specified above with respect to the publicly traded shares of SciPlay and intend to vote in favor of such Transaction.
“We would not expect, in our capacity as a shareholder of SciPlay, to vote in favor of any alternative sale, merger or other corporate transaction involving SciPlay nor divest or sell any portion of our ownership interest.”
The proposal values SciPlay at $2.1bn and represents a 28.5% premium on the closing share price at the end of May 17, the day before the proposal was made public.
Seeking a quick and seamless process, Wilson indicated that L&W, already holding 83% of the stock, will not perform any due diligence. Moreover, no regulatory approval would be required as L&W is already the majority shareholder and decision-maker of the company.
“Through our existing collaboration with SciPlay, we believe the transaction would be operationally seamless, and we look forward to fully joining forces with SciPlay’s talented leadership team and employees to continue innovating on behalf of customers and players,” the letter also read.
Light & Wonder has come off the back of a transformative 2022, which saw it rebrand from its previous guise of Scientific Games, after divesting both its lottery business – which was sold for over $5.5bn to Brookfield Business Partners – and its sports betting platform firm OpenBet to Endeavour in a deal worth around $800m.
Now, with a much healthier balance sheet, Light & Wonder is rebuilding its corporate structure and clearly sees the SciPlay business as a key strategic part of the future, given its new focus on attacking the online casino market post-divestiture and rebrand.