8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 16, 2013 (July 15, 2013)

SHFL entertainment, Inc.

(Exact name of Registrant as specified in its charter)

Minnesota	0-20820	41-1448495
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
1106 Palms Airport Drive, Las Vegas, Nevada			89119
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (702) 897-7150

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.                   Other Events.

On July 16, 2013, SHFL entertainment, Inc., a Minnesota corporation (the “Company”), issued a press release announcing that on July 15, 2013 the Company entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Bally Technologies, Inc.,  a Nevada corporation ("Bally"), and Manhattan Merger Corp., a Minnesota corporation and a wholly owned subsidiary of Bally (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Bally.  The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference.

Additionally, on July 16, 2013, the Company distributed the following materials, copies of which are attached hereto as exhibits and incorporated herein by reference:

● Letter to Employees (Exhibit 99.2)

● Letter to Regulators (Exhibit 99.3)

● Letter to Suppliers (Exhibit 99.4)

● ● Letter to Customers (Exhibit 99.5) Frequently Asked Questions (Exhibit 99.6)

Forward Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, 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, SHFL entertainment, 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 Bally Technologies, Inc. (“Bally”) 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 Bally 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 October 31, 2012, 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 Bally. 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 Bally 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://ir.shufflemaster.com or by contacting Investor Relations by mail to SHFL entertainment, Inc., Attn: Investor Relations, 1106 Palms Airport Drive, Las Vegas, NV 89119, or by phone at (702) 897-7150.

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 February 1, 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.

Item 9.01.                   Financial Statements and Exhibits.

(d)  Exhibits.

99.1     Press Release of SHFL entertainment, Inc., dated July 16, 2013

99.2	Letter to Employees distributed on July 16, 2013 by SHFL entertainment, Inc.
99.3	Letter to Regulators distributed on July 16, 2013 by SHFL entertainment, Inc.
99.4	Letter to Suppliers distributed on July 16, 2013 by SHFL entertainment, Inc.
99.5	Letter to Customers distributed on July 16, 2013 by SHFL entertainment, Inc.
99.6	Frequently Asked Questions distributed on July 16, 2013 by SHFL entertainment, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SHFL entertainment, Inc.
Date: July 16, 2013	By:	/S/ KATHRYN S. LEVER
		Kathryn S. Lever
		Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release of SHFL entertainment, Inc. dated July 16, 2013
99.2	Letter to Employees distributed on July 16, 2013 by SHFL entertainment, Inc.
99.3	Letter to Regulators distributed on July 16, 2013 by SHFL entertainment, Inc.
99.4	Letter to Suppliers distributed on July 16, 2013 by SHFL entertainment, Inc.
99.5	Letter to Customers distributed on July 16, 2013 by SHFL entertainment, Inc.
99.6	Frequently Asked Questions distributed on July 16, 2013 by SHFL entertainment, Inc.

EX-99.1

Exhibit 99.1

SHFL entertainment, Inc.

1106 Palms Airport Dr.

Las Vegas, NV 89119

www.SHFL.com

NEWS RELEASE

FOR FURTHER INFORMATION CONTACT:

Investors & Media:		Gavin Isaacs, CEO
Julia Boguslawski		Linster W. Fox, CFO
ph:	(702) 897-7150	ph: (702) 897-7150
email:	jboguslawski@shfl.com

BALLY TECHNOLOGIES, INC. TO ACQUIRE SHFL ENTERTAINMENT, INC.

Combination Will Create a World-Class Gaming Organization With the Industry’s Most

Diversified Suite of Innovative Products and Successful Brands

LAS VEGAS, July 16, 2013 — SHFL entertainment, Inc. (NASDAQ Global Select Market: SHFL) (“SHFL” or the “Company”) today announced that it has entered into a definitive agreement and plan of merger with Bally Technologies, Inc. (NYSE: BYI) (“Bally”), pursuant to which Bally has agreed to acquire the Company at a per share price of $23.25 in cash for total consideration of approximately $1.3 billion. This consideration represents a premium of 37% over the average closing price of SHFL common stock for the 90 days ended July 15, 2013 and a premium of 24% over the closing price of SHFL common stock on July 15, 2013.

The transaction, which was unanimously approved by both the SHFL and Bally Boards of Directors, combines two best-in-class, highly complementary and customer-centric gaming technology companies with a shared focus on innovation.

"We believe that now is the right time to join forces with Bally as there is a unique opportunity to combine each other's many strengths, particularly our talented teams who have been the key drivers of success for each organization. It also represents an opportunity for our shareholders to receive a significant premium for their shares,”

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said Gavin Isaacs, SHFL’s Chief Executive Officer. “Like SHFL, Bally focuses on creating both entertaining player experiences through high-performing content and state-of-the-art technological solutions to increase productivity on the casino floor. United, we become a larger, stronger organization that we believe will best position the company for future growth. Equally important, we share a common vision to build the industry’s leading supplier based on delivering superior products, solutions and services to customers around the world.”

“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,” said Ramesh Srinivasan, Bally’s President and Chief Executive Officer. “The transformational acquisition of SHFL – which joins two high-caliber, talented and creative teams – will further enhance our ability to deliver future growth and serve our customers. 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.”

Additional Transaction Details

Bally will acquire all of the outstanding shares of SHFL for a per share price of $23.25 in cash, representing a total enterprise value of approximately $1.3 billion, including debt of $8 million and cash of $41 million as of April 30, 2013.

The transaction is subject to approval by SHFL’s shareholders, required regulatory and other approvals and customary closing conditions. The transaction is expected to close no later than June 15, 2014. Bally has obtained committed financing to complete the acquisition and the transaction is not subject to a financing contingency.

Conference Call and Webcast

Bally is hosting a conference call and webcast today for its investors at 8:30 a.m. EDT (5:30 a.m. PDT). The conference call dial-in number is 1-866-843-0890 or 1-412­317-9250 (International); passcode 1154979. The webcast can be accessed by visiting BallyTech.com and selecting “Investor Relations.” Interested parties should

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initiate the call and webcast process at least five minutes prior to the beginning of the presentation. Gavin Isaacs also will be participating in the conference call.

Financial and Legal Advisory

Macquarie Capital served as SHFL’s exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to SHFL.

Goldman, Sachs & Co. and Groton Partners served as financial advisors and Gibson, Dunn & Crutcher LLP served as the legal advisor to Bally. Wells Fargo Bank, JPMorgan Chase Bank, N.A., Bank of America Merrill Lynch, Goldman Sachs Bank USA and Union Bank, N.A. provided the committed financing for the transaction.

About SHFL entertainment, Inc.

SHFL entertainment, Inc. is a leading global gaming supplier committed to making gaming more fun for players and more profitable for operators through product innovation, and superior quality and service. The Company operates in legalized gaming markets across the globe and provides state-of-the-art, value-add products in five distinct categories: Utility products, which include automatic card shufflers and roulette chip sorters; Proprietary Table Games, which includes live games, side bets and progressives; Electronic Table Systems, which include various e-Table game configurations; Electronic Gaming Machines, which include video slot machines; and newly introduced iGaming, which features online versions of SHFL’s table games, social gaming, and mobile applications. The Company is included in the S&P SmallCap 600 Index. Information about the Company and its products can be found on the Internet atwww.SHFL.com, or on Facebook and Twitter.

Forward Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although we believe that the expectations

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reflected in our forward-looking statements are reasonable, 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, SHFL entertainment, 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 Bally Technologies, Inc. (“Bally”) 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 Bally 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 October 31, 2012, 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

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This communication is being made in respect of the proposed transaction involving the Company and Bally. 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 Bally 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://ir.shfl.com or by contacting Investor Relations by mail to SHFL entertainment, Inc., Attn: Investor Relations, 1106 Palms Airport Drive, Las Vegas, NV 89119, or by phone at (702) 897-7150.

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 February 1, 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.

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EX-99.2

Exhibit 99.2

July 16, 2013

Dear SHFL Teammates,

Today, we are taking an important step forward in accelerating SHFL’s growth opportunities with the announcement that our business is being acquired by Bally Technologies (Bally), a leading global gaming supplier headquartered in Las Vegas. The acquisition combines two best-in-class, customer-centric gaming companies with a shared commitment to innovation. SHFL and Bally have entered into a definitive agreement and plan of merger with the unanimous approval by both Boards of Directors. Our press release, which was issued at 5:00 am PT this morning, is attached to this letter.

Publicly traded on the New York Stock Exchange, Bally is a diversified, global organization that designs, manufactures, distributes and operates innovative products and technology for the gaming industry. With approximately 3,400 employees around the globe, Bally has been at the forefront of gaming innovation for over 80 years. They are renowned for their ownership of great content, technologies, and global brands that still have plenty of room to grow – much like us. And like Bally, SHFL has a history of innovation and technological excellence underscored by the introduction of numerous industry game changers.

As part of our fiduciary responsibility to our shareholders, our Board of Directors and our executive team have regularly evaluated a variety of options and alternatives in considering what is in the best interests of the company and our shareholders. We think that now is the right time to join forces with Bally because there is a unique opportunity to combine each other's strengths. United, we are confident that we will become a collectively larger, stronger organization that we believe will best position the company for the future.

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Together, we each bring highly skilled and talented organizations with solid business infrastructures and sound fundamentals. While SHFL and Bally currently have different product offerings, we have many organizational elements in common and we serve many of the same customers. Most importantly, we have the same vision: to build the industry’s leading supplier company based on delivering superior products and services to customers around the world.

After just over two remarkable years as your CEO, I thank you for the teamwork and passion that has resulted in our current success. Without the acquisition, we are great company comprised of very special people. With the transaction, I am confident that we will not only remain a great company, but that we will greatly accelerate our potential, creating exciting future opportunities for the combined businesses.

This is a significant change and changes are sometimes difficult to face. I know everyone is wondering what this will mean for careers, benefits and compensation. In every situation of this nature there are there are always opportunities, but there are sometimes uncertainties. As always, I am committed to communicating honestly and openly with you by providing frequent updates on the transaction. I encourage you to refer to the Frequently Asked Questions (FAQ) that are also attached to this letter. Today I will be hosting a global Town Hall Meeting to discuss this transaction in greater detail. For our international colleagues, I’ll be scheduling a series of global meetings today; the exact times and dial-in information will be emailed in advance.

Before we consummate the transaction, the transaction must be approved by our shareholders and is subject to other customary regulatory approvals. The parties currently anticipate the acquisition to close no later than June 15th, 2014. In the meantime, we expect that Bally will establish an integration team and begin learning about our processes and procedures. Bally have made it very clear that the caliber of our people and our culture were key factors in their decision to move forward and they intend to get to know us as they develop their plans for the future.

Until the transaction is complete, SHFL and Bally will remain separate companies and it will be business as usual for all of us. The key to our success has been – and will continue to be – you. As we move forward, we ask that you continue to focus on your day-to-day responsibilities as they relate to our strategic objectives and to continue

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providing our customers with the industry-leading solutions and services they expect from SHFL.

You have all played a meaningful role in building the great history of SHFL over the past 30 years. Today’s announcement builds on our proud legacy and provides us with more opportunity than ever before to do what we do best. I am very proud of what we have accomplished together and I’m excited for SHFL’s next chapter.

Sincerely,

Gavin Isaacs

Chief Executive Officer

Forward Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, 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, SHFL entertainment, 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

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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 Bally Technologies, Inc. (“Bally”) 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 Bally 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 October 31, 2012, 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 Bally. 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

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with the SEC. The Company and Bally 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://ir.shfl.com or by contacting Investor Relations by mail to SHFL entertainment, Inc., Attn: Investor Relations, 1106 Palms Airport Drive, Las Vegas, NV 89119, or by phone at (702) 897-7150.

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 February 1, 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.

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EX-99.3

Exhibit 99.3

July 16, 2013

To SHFL entertainment, Inc. (“SHFL”) Regulatory Agency Executives and Staff Members:

Today we mark a significant milestone as we announce our strategic decision to combine our business with Bally Technologies, Inc. (“Bally”), a diversified, global organization that designs, manufactures, distributes and operates innovative products and technology for the gaming industry. Earlier this morning, we announced that our two companies have entered into a definitive agreement and plan of merger with the unanimous approval by both companies’ Boards of Directors. A copy of the press release announcing this transaction is included for your review.

Both companies focus on using innovation and technology to deliver exciting gaming experiences for players and greater profitability for casinos. To achieve this, we both specialize in creating compelling player content and bringing greater productivity to the casino floor, such as Bally’s robust content library for slot machines and successful systems business and SHFL’s proprietary table games and renowned card shuffler enterprise. We believe that this merger will create a larger company that will utilize the skills and expertise of our combined talented workforce and diverse product suite to generate meaningful new growth opportunities across the globe and for many years to come.

The compliance teams at SHFL and Bally commit to continue their long-standing practices of working closely with you during the process prior to the closing of this transaction and to keep you informed of our progress with respect to many items we will need to discuss and determine between our two companies over the transition period.

In addition to the necessary pre−approvals by our various gaming regulators, the closing of the acquisition will also be subject to normal antitrust review and other customary closing conditions, including the approval of our shareholders. Our Board of Directors unanimously approved the transaction and is recommending that our stockholders vote in favor of the transaction. Should the agreement be approved by our stockholders, upon the closing SHFL will become

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a wholly owned subsidiary of Bally and our stock will no longer be traded on the NASDAQ Exchange.

While SHFL and Bally have some different product offerings, we have many organizational elements in common and we serve many of the same customers. Most importantly, we are confident that we have a common vision to build the industry’s leading supplier company with long−term growth prospects based on delivering superior products and services to customers around the world. Each organization understands the importance of intellectual property in developing compelling content and each is highly focused on innovation and technology. Similarly, our companies both have unique iGaming offerings that create even more comprehensive solutions for our customers as this business continues to grow and evolve.

Together, we believe that the collectivity of our talent, technologies and intellectual property will open new doors to a future with state-of-the-art innovations that yield superior value for our customer around the world.

I am incredibly proud of our SHFL team and the progress we have made as a company over the last 30 years. Today’s announcement builds on our proud legacy and Bally’s many decades of industry leadership. Together we possess not only the know-how but also the vision to potentially revolutionize our industry.

As we embark on this exciting new chapter for SHFL, I am confident that this transaction will provide us with the opportunity to strengthen our relationships with you and combine our strengths to meaningfully contribute to this dynamic industry.

Respectfully,

/s/ Gavin Isaacs

Gavin Isaacs

Chief Executive Officer, SHFL entertainment

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Forward Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, 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, SHFL entertainment, 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 Bally Technologies, Inc. (“Bally”) 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 Bally 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 October 31, 2012, and our

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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 Bally. 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 Bally 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://ir.shfl.com or by contacting Investor Relations by mail to SHFL entertainment, Inc., Attn: Investor Relations, 1106 Palms Airport Drive, Las Vegas, NV 89119, or by phone at (702) 897-7150.

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,

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which was filed with the SEC on February 1, 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.

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EX-99.4

Exhibit 99.4

July 16, 2013

To our SHFL entertainment Supplier Colleagues:

Today we announced the acquisition of our Company by Bally Technologies (Bally), a leading global gaming supplier headquartered in Las Vegas. Enclosed is a joint press release issued earlier today announcing a definitive agreement and unanimous approval by both Boards of Directors.

With approximately 3,400 employees around the globe, Bally has been at the forefront of gaming innovation for over 80 years. They are renowned for their ownership of great content, technologies, and global brands that still have plenty of room to grow – much like us.

Although they have different product offerings, Bally has indicated that they fully intend to invest in SHFL’s current product line. We will continue business as usual until the close of the deal, which we expect to happen by June 15th, 2014

I would like to thank you for your support over the years and look forward to your continued support in the future. Today’s announcement builds on our proud legacy and Bally’s many decades of industry leadership. As we embark on this exciting new chapter for SHFL, I am confident that this transaction will provide us with the opportunity to strengthen our relationships with you and combine our strengths to meaningfully contribute to this dynamic industry.

Sincerely,

/s/ Gavin Isaacs

Gavin Isaacs

Forward Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, 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, SHFL entertainment, 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 Bally Technologies, Inc. (“Bally”) 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 Bally 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 October 31, 2012, 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 Bally. 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 Bally 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://ir.shfl.com or by contacting Investor Relations by mail to SHFL entertainment, Inc., Attn: Investor Relations, 1106 Palms Airport Drive, Las Vegas, NV 89119, or by phone at (702) 897-7150.

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 February 1, 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.

EX-99.5

Exhibit 99.5

July 16, 2013

To Our Valued Customers and Casino Operators:

Today is a historic day as we announce our strategic decision to combine our business withBally Technologies (BYI), a global leader in gaming technology and innovations. Earlier today, we issued a press release that announced that our two companies have entered into a definitive agreement with the unanimous approval by both Boards of Directors. A copy of the press release is attached for your information.

With approximately 3,400 employees around the globe, Bally has been at the forefront of gaming innovation for over 80 years. Like SHFL, Bally focuses on creating both entertaining player experiences through high-performing content and state-of-the-art technological solutions to increase productivity on the casino floor. Culturally, Bally and SHFL are a natural fit. Both companies share a customer-centric focus and commitment to innovation. These pillars of our respective success will remain a core part of everything we do as a combined company.

Today’s announcement builds on our proud legacy and Bally’s many decades of industry leadership. As we embark on this exciting new chapter for SHFL, I am confident that this transaction will provide us with the opportunity to reinforce our relationships with you and leverage our strengths to better serve your operational needs.

The transaction is subject to approvals, including approval from SHFL’s shareholders, required regulatory approvals and other customary closing conditions. We expect the transaction to close no later than the second quarter of calendar 2014. Until then, we will operate as separate companies, which means it’s business as usual here at SHFL.

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We will keep you posted on our progress. In the interim, please feel free to contact your SHFL sales representative if you have any questions.

I would like to thank you for your support over the years and look forward to your continued support in the future.

Sincerely,

Gavin Isaacs

Chief Executive Officer, SHFL entertainment

Forward Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, 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, SHFL entertainment, 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

2

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 Bally Technologies, Inc. (“Bally”) 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 Bally 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 October 31, 2012, 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 Bally. 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 Bally 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

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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://ir.shfl.com or by contacting Investor Relations by mail to SHFL entertainment, Inc., Attn: Investor Relations, 1106 Palms Airport Drive, Las Vegas, NV 89119, or by phone at (702) 897-7150.

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 February 1, 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.

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EX-99.6

Exhibit 99.6

Frequently Asked Questions

SHFL entertainment – Bally Technologies Acquisition

What is the acquisition agreement?

SHFL entertainment and Bally Technologies announced a definitive agreement to combine our companies, unanimously approved by both Boards of Directors. Upon the close of the transaction, which is subject to the parties obtaining required gaming approvals, the approval of the SHFL shareholders and other customary closing conditions, Bally Technologies will pay $23.25 per common share in cash to SHFL shareholders.

The announcement was a surprise. Why did SHFL agree to the transaction?

The acquisition was kept confidential in keeping with public company protocols. Strategically, the combined company allows for growth in terms of product offerings. We think that now is the right time to join forces with Bally because there is a unique opportunity to combine each other's strengths and this represents a good opportunity for our shareholders to receive a premium on their investment. Merging with Bally creates a collectively larger, stronger organization that we believe will best accelerate meaningful long-term growth for the future.

Could we have continued on the same strategic path without this acquisition?

We were growing at an impressive pace for a company our size and capitalizing on opportunities in our marketplace, in particular with the expansion of the EGM segment in North America and the launch of our iGaming business. This acquisition accelerates our growth, provides increased value to our shareholders, and allows for organizational growth on a much larger scale.

When will the acquisition be completed?

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While we do not know the exact date of the close of the transaction, we anticipate no later than June 15, 2014. Certain regulatory approvals are required as well as shareholder approval and the satisfaction of other customary closing conditions.

What happens during the time we are waiting for the transaction to close?

It is business as usual. There will be a great deal of activity during this time. First and foremost, we will operate our business as usual and stay focused on our goals. We need to work towards achieving our annual targets. We will continue with our plans to move to our new Las Vegas corporate headquarters building.

A general rule of thumb is to stay focused on current business, provide good service to the customer and ensure support of new business.

Bally Technologies will take the lead to plan business integration. They will review processes, procedures and try to find synergies in how we both conduct business. They intend to get to know us and understand our business. We will provide details regarding integration in the coming weeks.

What happens if the acquisition does not close?

If the transaction does not close, it is business as usual. We can’t “wait” during this period to conduct business Ð continue on.

Can I talk about the acquisition?

Information that is already public knowledge (i.e. disseminated via press release or SEC filings) may be discussed. If you have non-public information, are working on integration plans or have additional knowledge of the acquisition, please keep your discussions contained to work teammates that already have the same knowledge.

Please avoid discussions about what might be happening or conjecture about the future state of the combined companies. These types of rumors Ð spreading and listening Ð will be too distracting to our business and will only hurt employee morale.

We promise to continue to communicate all the facts when we know them and to increase the frequency of the Town Halls.

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Will my job be affected by the acquisition?

One of the main reasons our Company is great is because of the strength of all of our people. Bally Technologies recognizes and appreciates this fact. Please remember that many of our segments are totally new to Bally Technologies.

With that said, mergers of a few shared services functions may result in a loss of some positions and may also open up opportunities for new positions and expanded roles. Bally has said that where there are two qualified people for the same role, they intend to select the best fit for the role regardless of their origin. At this juncture, it is too early to predict the extent of the transaction on any particular roles.

Will Gavin and other senior leaders in the organization remain with the Company after the acquisition?

At this point, we do not know the future status of our current senior leadership, however our senior management is committed to seeing the transaction through to completion.

Will pay and/or benefits be changed after the transaction closes?

Following the closing of the transaction, SHFL employees will, over time, transition to Bally Technologies pay and benefits programs. Bally has committed to treat SHFL employees in a manner consistent with the treatment of their own employees. Commissions, bonuses and benefits eligibility remains intact for 2013.

Will the way we do business change after the acquisition closes?

We simply don’t have enough information to fully answer this question, but we believe the combined companies will form a very strong culture. The values of SHFL and the values of Bally are linked to integrity, performance, growth and customer service. Both companies have a customer-centric focus and are committed to innovation.

If I have questions, with whom should I talk?

If you have questions, please ask them! If your direct manager is not able to answer the question, please email or call Terri Conway. She may not have the answer right away, but will investigate and follow up with you.

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When will we know more?

When we have new information we will communicate it as soon as possible. And even if we do not have any new information, we will continue to communicate frequently and increase the frequency of Town Hall discussions.

Forward Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause our actual results to differ materially from the expectations expressed in the forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, 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, SHFL entertainment, 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 Bally Technologies, Inc. (“Bally”) 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 Bally 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)

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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 October 31, 2012, 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 Bally. 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 Bally 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://ir.shfl.com or by contacting Investor Relations by mail to SHFL entertainment, Inc., Attn: Investor Relations, 1106 Palms Airport Drive, Las Vegas, NV 89119, or by phone at (702) 897-7150.

Participants in Solicitation

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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 February 1, 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.

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