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Bally Technologies, Inc. To Acquire SHFL Entertainment, Inc.

Stocks in this article: BYI SHFL

LAS VEGAS, July 16, 2013 /PRNewswire/ --  SHFL entertainment, Inc. (NASDAQ Global Select Market: SHFL) ("SHFL" or the "Company") today announced that it has entered into a definitive agreement and plan of merger with Bally Technologies, Inc. (NYSE: BYI) ("Bally"), pursuant to which Bally has agreed to acquire the Company at a per share price of $23.25 in cash for total consideration of approximately $1.3 billion.  This consideration represents a premium of 37% over the average closing price of SHFL common stock for the 90 days ended July 15, 2013 and a premium of 24% over the closing price of SHFL common stock on July 15, 2013.

(Logo: http://photos.prnewswire.com/prnh/20121008/LA88315LOGO)

The transaction, which was unanimously approved by both the SHFL and Bally Boards of Directors, combines two best-in-class, highly complementary and customer-centric gaming technology companies with a shared focus on innovation.

"We believe that now is the right time to join forces with Bally as there is a unique opportunity to combine each other's many strengths, particularly our talented teams who have been the key drivers of success for each organization.  It also represents an opportunity for our shareholders to receive a significant premium for their shares," said Gavin Isaacs, SHFL's Chief Executive Officer. "Like SHFL, Bally focuses on creating both entertaining player experiences through high-performing content and state-of-the-art technological solutions to increase productivity on the casino floor. United, we become a larger, stronger organization that we believe will best position the company for future growth. Equally important, we share a common vision to build the industry's leading supplier based on delivering superior products, solutions and services to customers around the world."

"Both Bally and SHFL have long histories of proven innovation, excellent customer service and successfully anticipating and adapting to changes within our industry, which makes bringing our two companies together a great strategic fit," said Ramesh Srinivasan, Bally's President and Chief Executive Officer.  "The transformational acquisition of SHFL – which joins two high-caliber, talented and creative teams – will further enhance our ability to deliver future growth and serve our customers.  SHFL's intellectual property, renowned brands and industry-leading suite of diverse, high-performance products will enable us to offer an unparalleled offering of gaming products and services, which – when combined with our content, technology, operational capabilities and respective geographic footprints – will provide the most comprehensive product portfolio offered around the world."

  Additional Transaction Details

Bally will acquire all of the outstanding shares of SHFL for a per share price of $23.25 in cash, representing a total enterprise value of approximately $1.3 billion, including debt of $8 million and cash of $41 million as of April 30, 2013.

The transaction is subject to approval by SHFL's shareholders, required regulatory and other approvals and customary closing conditions.  The transaction is expected to close no later than June 15, 2014.  Bally has obtained committed financing to complete the acquisition and the transaction is not subject to a financing contingency.

Conference Call and Webcast

Bally is hosting a conference call and webcast today for its investors at 8:30 a.m. EDT ( 5:30 a.m. PDT).  The conference call dial-in number is 1-866-843-0890 or 1-412-317-9250 (International); passcode 1154979.  The webcast can be accessed by visiting  BallyTech.com and selecting "Investor Relations."  Interested parties should initiate the call and webcast process at least five minutes prior to the beginning of the presentation.  Gavin Isaacs also will be participating in the conference call.

Financial and Legal Advisory

Macquarie Capital served as SHFL's exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to SHFL.

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