Bally Technology Shuffles SHFL in $1.3B Deal

NEW YORK ( The Deal) -- Gaming equipment maker Bally Technology Inc. ( BYI) said Tuesday it would acquire rival SHFL Entertainment Inc. ( SHFL) in a $1.31 billion deal aimed at expanding Bally's presence in international markets.

Terms of the deal call for Bally to pay $23.25 in cash for each share of Las Vegas-based SHFL, a premium of 24% to the target's Monday close. The purchase would combine two makers of slots, video machines and other casino games and management systems.

"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," Bally CEO Ramesh Srinivasan said.

Bally, also of Las Vegas, said the deal would provide it with improved access to international markets including Australia and Asia where SHFL is established, and allow it to offer a full portfolio of gaming products.

Acquiring SHFL would also strengthen Bally's development infrastructure and enhance the company's intellectual property and content portfolios.

"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," Srinivasan said.

Bally said it has received committed financing for the deal from Wells Fargo Bank, JPMorgan Chase Bank NA, Bank of America Merrill Lynch, Goldman Sachs Bank USA and Union Bank NA.

SHFL, which was formerly known as Shuffle Master Inc., was formed in 1983 as a vendor of a mechanical shuffler for blackjack tables. The company broadened its portfolio in the years that followed with a series of small acquisitions, and in 2011 named one-time Bally executive Gavin Isaacs as CEO.

Isaac said in a statement that combined with Bally "we become a larger, stronger organization that we believe will best position the company for future growth."

Bally received financial advice from Goldman, Sachs & Co. ( GS) and Groton Partners, and legal counsel from Gibson, Dunn & Crutcher LLP. Fried, Frank, Harris, Shriver & Jacobson LLP's Philip Richter counseled Goldman Sachs.

Macquarie Capital served as financial adviser to SHFL, with a Skadden, Arps, Slate, Meagher & Flom LLP team including partners Howard Ellin, Richard Witzel, David Rievman, Stephanie Teicher, Bruce Goldner, Regina Olshan, Clifford Aronson and Maura Barry Grinalds serving as legal counsel.

Written by Lou Whiteman

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