EX-99.2 3 a14-19374_1ex99d2.htm EX-99.2

Exhibit 99.2

 

GRAPHIC

 

Bally Technologies Granted Early Termination of Hart-Scott-Rodino (HSR) Waiting Period for Scientific Games Merger Agreement

 

August 20, 2014

 

What does the early termination of the HSR waiting period mean?

 

On Wednesday morning we announced that Federal Trade Commission granted early termination of the Hart-Scott-Rodino (“HSR”) waiting period for Scientific Games’ proposed acquisition of Bally; click here to read the news release.  This is an important milestone in the efforts to complete the transaction, as it allows us to move forward without any uncertainty regarding a HSR review by the Federal Trade Commission.

 

What happens now?

 

Over the coming months, we will be working closely with Scientific Games to complete the other requirements to finalize the acquisition, including receiving approval from our shareholders and required gaming approvals.  Even with the HSR waiting period behind us, we must continue to conduct business as usual and operate independently from Scientific Games.  However, we are excited to accelerate our efforts to plan the integration of our two companies.

 

Will there be an integration team?

 

We will very shortly be announcing an integration team made up of leaders from both Scientific Games and Bally.  Together, they will lead the companies to help ensure we have the smoothest and most efficient integration

 

What does this mean for me?

 

While the future is exciting, we also recognize that periods of change in an organization can result in increased levels of uncertainty.  The best thing we all can do is to remain focused on our day-to-day responsibilities. Bally’s success has always been its great employees, and it is now more important than ever that we all stay focused on providing the exceptional quality, service, and systems we are known for — and remain focused on our day-to-day obligations.  Remember, if you have any questions on your benefits or compensation under the Merger Agreement, please review the earlier issued Hot Topic on this subject or visit our merger website on BallyNET.

 


 

What’s next?

 

In line with our commitment to keep you informed of merger-related activities, we will continue providing you with updates as they become available.  Please refer to the internal merger website on BallyNET for more information and the latest communication related to the merger.

 

Forward-Looking Statements

 

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Although we believe the expectations reflected in any forward-looking statements are reasonable, they involve known and unknown risks and uncertainties, are not guarantees of future performance, and actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements and any or all of our forward-looking statements may prove to be incorrect.  Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Bally Technologies, Inc. (the “Company”) or its business or operations. Factors which could cause our actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors:  (1) the risk that the conditions to the closing of the merger are not satisfied (including a failure of the shareholders of the Company to approve, on a timely basis or otherwise, the merger and the risk that regulatory approvals required for the merger are not obtained, on a timely basis or otherwise, or are obtained subject to conditions that are not anticipated); (2) litigation relating to the merger; (3) uncertainties as to the timing of the consummation of the merger and the ability of each of the Company and Scientific Games Corporation (“SGMS”) to consummate the merger; (4) risks that the proposed transaction disrupts the current plans and operations of the Company; (5) the ability of the Company to retain and hire key personnel; (6) competitive responses to the proposed merger; (7) unexpected costs, charges or expenses resulting from the merger; (8) the failure by SGMS to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the merger; (9) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; and (10) legislative, regulatory and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Annual Report on Form 10-K for the year ended June 30, 2013, as supplemented by the risks described Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014, and our more recent reports filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company can give no assurance that the conditions to the Merger will be satisfied. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

 


 

Additional Information and Where to Find It

 

This communication is being made in respect of the proposed transaction involving the Company and SGMS. The proposed transaction will be submitted to the shareholders of the Company for their consideration. In connection with the proposed transaction, the Company will prepare a proxy statement to be filed with the SEC. The Company and SGMS also plan to file with the SEC other documents regarding the proposed transaction. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of the Company. The Company’s shareholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by going to the Company’s Investor Relations website page at http://investor.ballytech.com or by contacting Investor Relations by mail to Bally Technologies, Inc., Attn: Investor Relations, 6650 El Camino Road; Las Vegas, NV 89118.

 

Participants in Solicitation

 

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the meeting of shareholders that will be held to consider the proposed Merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2013 Annual Meeting of Shareholders, which was filed with the SEC on October 28, 2013. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed Merger, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed Merger, when it becomes available.  You may obtain free copies of this document as described in the preceding paragraph.