Stockholm, Sweden, 2011-05-05 07:12 CEST (GLOBE NEWSWIRE) -- Entraction Holding AB's Board of Directors Unanimously Recommends International Game Technology's Offer*
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Background
This statement is made by the Board of Directors (the “Board”) of Entraction Holding AB (publ) (“Entraction” or the “Company”) pursuant to section II.19 of the Swedish Industry and Commerce Stock Exchange Committee’s rules concerning public takeover offers regarding shares in Swedish companies traded on certain multilateral trading facilities (the “Takeover Rules”).
Today International Game Technology (NYSE: IGT) (“IGT”), through its wholly owned subsidiary Goldcup 6663 AB, announced a public cash offer to the shareholders of Entraction to acquire all outstanding A and B shares of Entraction (the “Offer”). Entraction’s shareholders are offered SEK 67.56 for each Entraction share tendered. The Offer values all the outstanding shares in Entraction at SEK 700 million. The Offer is amongst other things conditional upon IGT becoming owner of more than 90% of the share capital in Entraction and all necessary regulatory approvals being granted to consummate the Offer. According to the indicative timetable set out in the press release through which the Offer was announced, the acceptance period is expected to commence on May 13, 2011 and end on June 7, 2011. Settlement is expected to commence on June 15, 2011.
At IGT’s request, the Board has permitted IGT to perform limited confirmatory due diligence prior to the announcement of the Offer, since the Board judged that a public offer from IGT would be in the interest of Entraction’s shareholders to assess. IGT has not received any price sensitive information through such due diligence investigation, with the exception of the draft interim results for the period January-March 2011, which were released prior to the publication of the Offer earlier today in their final form.
Entraction and IGT have entered into a transaction agreement, the content of which is summarized in IGT’s offer announcement. The transaction agreement will be disclosed in its entirety in the offer document that will be drawn up and published by IGT for the purposes of the Offer.
For further information about the Offer, reference is made to IGT’s press release which was made public earlier today.
The Board’s Recommendation
The Board’s statement is based on an assessment of a number of factors that the Board has considered relevant to the evaluation of the Offer. These factors include, but are not limited to, the Company’s present position, the expected future development of the Company and thereto related possibilities and risks.
The Board has noted that the price per share offered by IGT represents a premium of approximately 57.7% to Entraction’s volume weighted price on NASDAQ OMX First North Premier Stockholm during the last three months, up to and including May 4, 2011 (i.e. the last trading day prior to the announcement of the Offer) of approximately SEK 42.85 per share. Compared to the closing price on NASDAQ OMX First North Premier Stockholm on May 4, 2011 (i.e. the last trading day prior to the announcement of the Offer) of SEK 50.50 per share, the Offer represents a premium of approximately 33.8%.
Under the Takeover Rules, the Board must also set out its views on the impact the completion of the Offer may have on Entraction, especially employment, and its views on IGT’s strategic plans for the Company and the impact these could be expected to have on employment and on Entraction’s business locations. In this respect, the Board notes that IGT has stated that it intends to protect, grow and invest in Entraction’s business by welcoming their workforce, with as little disruption and impact as possible, after the completion of the Offer. The Board assumes that this statement is correct and has in relevant respects no reason to have a different view.
On this basis, the Board of Entraction unanimously recommends the shareholders of Entraction to accept the Offer.*
*As Mr. Henrik Kvick has provided irrevocable undertakings in relation to his shareholding, he has not participated in the Board’s subsequent handling of or resolutions regarding the Offer, due to conflicts of interests with his Board duties.
The information in this press release was submitted for publication on May 5, 2011 at 07:10 (CET).
For more information, please contact:
Börje Fors, Chairman of the Board +46 73 600 8518
About Entraction
Entraction is an international group within the digital gaming industry.
Entraction offers complete software systems for online gaming and operates one of the largest open poker networks in the world. The company offers partners software for poker, betting, casino and bingo, as well as peripheral services, such as web design, gaming licenses, operation, payment solutions, promotional tools and 24-hour end-user support.
Entraction Holding AB is listed on First North Premier and has approx. 6.000 shareholders. The company’s Certified Advisor is Remium AB. Please, visit www.entraction.com for more information.
