EX-99.(A)(5)(E) 2 a2187652zex-99_a5e.htm EXHIBIT 99(A)(5)(E)
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Exhibit (a)(5)(E)

         GRAPHIC

SHUFFLE MASTER, INC.
1106 Palms Airport Dr.
Las Vegas, NV 89119
www.shufflemaster.com


News Release

FOR FURTHER INFORMATION CONTACT:
Julia Boguslawski   Mark L. Yoseloff, Ph.D., Chairman & CEO
Investor Relations   Coreen Sawdon, CAO & Acting CFO
ph:        (702) 897-7150   ph:        (702) 897-7150
fax:        (702) 270-5161   fax:        (702) 270-5161


Shuffle Master, Inc. Announces Results of Cash Tender Offer for Convertible Notes

        Las Vegas—August 25, 2008—Shuffle Master, Inc. (NASDAQ Global Select Market: SHFL) announced today the results of its cash tender offer for any and all of its 1.25% Contingent Convertible Senior Notes Due 2024 (the "Notes").

        As of 12:00 midnight, New York City time on August 22, 2008, the scheduled expiration date, $89,358,000 in aggregate principal amount of the Notes, representing approximately 59.6% of the aggregate principal amount of the outstanding Notes prior to the tender offer, had been validly tendered in the tender offer. All Notes validly tendered in the tender offer and not withdrawn have been accepted for payment by Shuffle Master. Payment of the aggregate consideration of $87,307,662 (including accrued and unpaid interest) will be made on the validly tendered Notes in accordance with the terms of the tender offer. After giving effect to the purchase of the tendered Notes, $60,642,000 aggregate principal amount of the Notes remains outstanding.

        Deutsche Bank Trust Company Americas acted as depositary and Morrow & Co., LLC acted as the information agent for the tender offer. Questions regarding the tender offer may be directed to Morrow & Co., LLC at (203) 658-9400 (banks and brokerage firms) or (800) 662-5200 (all others toll free).

About Shuffle Master, Inc.

        Shuffle Master, Inc. is a gaming supply company specializing in providing its casino customers with improved profitability, productivity and security, as well as popular and cutting-edge gaming entertainment content, through value-add products in four distinct categories: Utility products which includes automatic card shuffler, roulette chip sorters and intelligent table system modules, Proprietary Table Games which include live table game tournaments, Electronic Table Systems which include various e-Table game platforms and Electronic Gaming Machines which include traditional video slot machines for select markets and wireless gaming solutions. The Company is included in the S&P Smallcap 600 Index. Information about the Company and its products can be found on the Internet at www.shufflemaster.com.

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Forward Looking Statements

        This release contains forward-looking statements that are based on management's current beliefs and expectations about future events, as well as on assumptions made by and information available to management. The Company considers such statements to be made under the safe harbor created by the federal securities laws to which it is subject, and assumes no obligation to update or supplement such statements. Forward-looking statements reflect and are subject to risks and uncertainties that could cause actual results to differ materially from expectations. Risk factors that could cause actual results to differ materially from expectations include, but are not limited to, the following: we may be unable to repurchase our contingent convertible senior notes; our intellectual property or products may be infringed, misappropriated, invalid, or unenforceable, or subject to claims of infringement, invalidity or unenforceability, or insufficient to cover competitors' products; the gaming industry is highly regulated and we must adhere to various regulations and maintain our licenses to continue our operations; the search for and possible transition to a new chief executive officer, and the search for and the transition to a new chief financial officer, could be disruptive to our business or simply unsuccessful; our ability to implement our five-point strategic plan successfully is subject to many factors, some of which are beyond our control; litigation may subject us to significant legal expenses, damages and liability; our products currently in development may not achieve commercial success; we compete in a single industry, and our business would suffer if our products become obsolete or demand for them decreases; any disruption in our manufacturing processes or significant increases in manufacturing costs could adversely affect our business; our gaming operations, particularly our Utility, Proprietary Table Games, Electronic Table Systems and Electronic Gaming Machines, may experience losses due to technical difficulties or fraudulent activities; we operate in a very competitive business environment; we are dependent on the success of our customers and are subject to industry fluctuations; risks that impact our customers may impact us; certain market risks may affect our business, results of operations and prospects; a downturn in general economic conditions or in the gaming industry or a reduction in demand for gaming may adversely affect our results of operations; economic, political and other risks associated with our international sales and operations could adversely affect our operating results; changes in gaming regulations or laws; we are exposed to foreign currency risk; we could face considerable business and financial risk in implementing acquisitions; if our products contain defects, our reputation could be harmed and our results of operations adversely affected; we may be unable to adequately comply with public reporting requirements; our continued compliance with our financial covenants in our revolving credit facility is subject to many factors, some of which are beyond our control; the restrictive covenants in the agreement governing our revolving credit facility may limit our ability to finance future operations or capital needs or engage in other business activities that may be in our interest; our available cash and access to additional capital may be limited by our substantial leverage; and our business is subject to quarterly fluctuation. Additional information on these and other risk factors that could potentially affect the Company's financial results may be found in documents filed by the Company with the Securities and Exchange Commission, including the Company's current reports on Form 8-K, quarterly reports on Form 10-Q and annual report on Form 10-K and registration statement on Form S-1, filed on June 27, 2008, as amended.

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Shuffle Master, Inc. Announces Results of Cash Tender Offer for Convertible Notes