EX-99.1 4 a07-24889_1ex99d1.htm EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

 

FOR FURTHER INFORMATION CONTACT:

Tom Ryan
Investor Relations Advisor



Mark L. Yoseloff, Ph.D., Chairman and CEO
Richard Baldwin, Senior Vice President and CFO

ph:

203.682.8200

ph:

702.897.7150

fax:

203.682.8201

fax:

702.270.5161


SHUFFLE MASTER, INC. SIGNS DEFINITIVE AGREEMENT TO PURCHASE
PROGRESSIVE GAMING’S WORLDWIDE TABLE GAME DIVISION ASSETS

 

Second Agreement Establishes Five-Year Progressive Technology Relationship

 

LAS VEGAS . . . September 26, 2007 . . . Shuffle Master, Inc. (NASDAQ Global Select Market: SHFL) announced today that definitive agreements have been executed for its acquisition of Progressive Gaming International Corporation’s (NASDAQ: PGIC) worldwide Table Game Division (“TGD”) assets including the worldwide rights and lease contracts for all of Progressive’s table game titles including Caribbean Stud® and Texas Hold ‘Em Bonus®. The agreements also include a “Software Distribution License Agreement” under which PGIC will be the exclusive provider of progressive table technology to Shuffle Master, with certain exceptions, and will immediately integrate this technology with certain versions of Shuffle Master’s specialty table games. Closing is subject to PGIC’s satisfaction of certain customary conditions and payment of the $19.8 million by Shuffle Master described below. Shuffle Master expects that closing should occur within the next several days.

Under the terms of the agreements, PGIC will receive upfront payments of approximately $22.8 million, $19.8 million of which will be paid at closing and $3.0 million which will be paid as a recoupable advance upon the initial integration of PGIC’s system with Shuffle Master’s table games, which is expected to be completed in Shuffle Master’s fiscal fourth quarter. The Purchase Agreement also provides for earn-out payments, where permitted, beginning in calendar 2008, based on the installed base revenue growth of the TGD games through 2016, including $3.5 million in guaranteed minimum payments. Additionally, once the $3.0 million advance provided for in the Software Distribution License Agreement is recouped, PGIC will receive recurring quarterly royalty payments for the placement of PGIC’s progressive technology on Shuffle Master’s specialty table games, subject to Shuffle Master’s recoupment of an additional $1.75 million related to an earlier licensing transaction. Shuffle Master estimates that the total consideration that it will pay to PGIC for all of the above, including all upfront payments and future earn-outs, is approximately $30 million.

Mark L. Yoseloff, Ph.D., Shuffle Master Chairman and Chief Executive Officer said, “We look forward to adding Progressive Gaming’s Table Game Division assets to our specialty table game portfolio which includes the majority of the industry’s top performing titles and anticipate that this transaction will be

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immediately accretive from both an EBITDA and earnings-per-share perspective. Additionally, PGIC’s progressive technology will enable us to offer exciting progressive jackpots on many of our popular games, an enhancement that we believe will add a new element of excitement to some of our top-performing titles.”

Shuffle Master, Inc. is a gaming supply company specializing in providing its casino customers Utility Products, including automatic card shufflers, roulette chip sorters and intelligent table system modules, to improve their profitability, productivity and security, and Entertainment Products, including live proprietary table games, electronic multi-player table game platforms, traditional video slot machines for select markets, live table game tournaments and wireless gaming solutions to expand their gaming entertainment content. 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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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: changes in the level of consumer or commercial acceptance of the Company’s existing products and new products as introduced; increased competition from existing and new products for floor space in casinos; acceleration and/or deceleration of various product development, promotion and distribution schedules; product performance issues; higher than expected manufacturing, service, selling, legal, administrative, product development, promotion and/or distribution costs; changes in the Company’s business systems or in technologies affecting the Company’s products or operations; reliance on strategic relationships with distributors and technology and manufacturing vendors; current and/or future litigation, claims and costs or an adverse judicial finding; tax matters including changes in tax legislation or assessments by taxing authorities; acquisitions or divestitures by the Company or its competitors of various product lines or businesses and, in particular, integration of businesses that the Company may acquire; changes to the Company’s intellectual property portfolio, such as the issuance of new patents, new intellectual property licenses, loss of licenses, claims of infringement or invalidity of patents; regulatory and jurisdictional issues (e.g., technical requirements and changes, delays in obtaining necessary approvals, or changes in a jurisdiction’s regulatory scheme or approach, etc.) involving the Company and its products specifically or the gaming industry in general; general and casino industry economic conditions; the financial health of the Company’s casino and distributor customers, suppliers and distributors, both nationally and internationally; the Company’s ability to meet its debt service obligations, including the Company’s senior convertible notes and its senior secured revolving credit facility, which will depend on its future performance and other conditions or events and will be subject to many factors that are beyond the Company’s control; various risks related to the Company’s customers’ operations in countries outside the United States, including currency fluctuation risks, which could increase the volatility of the Company’s results from such operations; and the Company’s ability to successfully and economically integrate the operations of any acquired companies, such as Stargames. 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.

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