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Light & Wonder (L&W) has moved to acquire the remaining 17% shareholding in SciPlay that it does not already own.

The supplier has submitted a proposal to the SciPlay board of directors priced at $20 per share in an all-cash transaction worth $422m.

The deal would value the entire SciPlay business at $2.1bn and the purchase price would represent a premium of 28.5% based on the SciPlay closing stock price as of 17 May 2023.

Following the transaction, SciPlay would become a wholly owned subsidiary of L&W.

L&W already owns approximately 83% of SciPlay, as well as 98% of the voting interest.

Explaining the rationale behind the deal, L&W said acquiring the remaining shares would enable “seamless” collaboration with SciPlay and progress the firm’s cross-platform strategy.

It would also see the balance sheets of both companies combined, which would provide additional flexibility to invest cash in areas of the business to drive shareholder value.

“The proposed transaction offers SciPlay’s public shareholders a compelling combination of value, speed and certainty,” said L&W CEO Matt Wilson in an email to the SciPlay board.

“SciPlay’s public shareholders would receive an immediate and certain premium value for their shares in cash, obtaining liquidity and de-risking their investment in a volatile and uncertain market,” he added.

“SciPlay shareholders would receive an immediate and certain premium value for their shares in cash, obtaining liquidity and de-risking their investment in a volatile and uncertain market.”
Light & Wonder CEO Matt Wilson

Wilson suggested L&W would use its influential shareholding in SciPlay to block an alternative sale, merger or corporate transaction involving the company.

SciPlay shares soared by more than 26% following publication of the proposal.

At this stage, the proposal is only counted as an expression of interest.

This means there is no legal obligation, which would allow L&W to withdraw or modify its proposal in any manner and at any time.

SciPlay’s board of directors is now expected to appoint a special committee of independent directors to consider the proposal.

This is not the first time L&W has bid to acquire the remaining interest in SciPlay.

In December 2021, while still trading as Scientific Games, it withdrew an all-stock offer to acquire the remaining 19% equity interest in the company.

At the time, it suggested the offer would “not be prudent” for Scientific Games shareholders as the company adopted a disciplined approach to M&A to reduce debt.

SciPlay, which is based in Las Vegas, is a developer and publisher of digital free-to-play social games.

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