EGT Entertainment Gaming Asia Incorporated

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

UNDER

SECTION 14(D)(1) OR 13(E)(1) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

ENTERTAINMENT GAMING ASIA INC.

(Name of Subject Company—Issuer)

EGT NEVADA HOLDING INC.

MELCO INTERNATIONAL DEVELOPMENT LIMITED

HO, LAWRENCE YAU LUNG

(Names of Filing Persons—Offerors)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

29383V305

(CUSIP Number of Class of Securities)

Leung Hoi Wai, Vincent

c/o Melco International Development Limited

Penthouse, 38/F

The Centrium

60 Wyndham Street

Central

Hong Kong

+852-3151-3777

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

Copy to:

J. Alan Bannister

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

(212) 351-2310

Check the appropriate boxes to designate any transactions to which this statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 3 (this “ Amendment ”) amends and supplements the combined Tender Offer Statement and Rule 13e-3 Transaction Statement originally filed under cover of Schedule TO on May 5, 2017 (together with any amendments and supplements thereto, the “ Schedule TO ”) and relates to the offer by EGT Nevada Holding Inc. (“ Purchaser ”), a Nevada corporation and a wholly owned indirect subsidiary of Melco International Development Limited (“ Melco ”), a Hong Kong-listed company, to purchase all outstanding shares of common stock, par value $0.001 per share (individually, a “ Share ” and collectively, the “ Shares ”), of Entertainment Gaming Asia Inc. (“ Entertainment Gaming ”), a Nevada corporation, that are not already owned by Purchaser or its affiliates for $2.35 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 5, 2017 (together with any amendments and supplements thereto, the “ Offer to Purchase ”), and the related Letter of Transmittal (together with any amendments and supplements thereto, the “ Letter of Transmittal ” and, together with the Offer to Purchase, the “ Offer ”), copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Offer to Purchase.

Schedule TO.

The Schedule TO is hereby amended as follows:

Items 1 through 9, Item 11 and Item 13.

Items 1 through 9, Item 11 and Item 13 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

“The Offer expired at 5:00 p.m., New York City time, on June 13, 2017. As of the expiration of the Offer, 4,005,135 Shares were validly tendered and not withdrawn (including 129,795 Shares tendered by Notice of Guaranteed Delivery), representing approximately 92.53% of all outstanding Shares when combined with the Shares owned by Purchaser and its affiliates.

All conditions to the Offer having been satisfied, on June 13, 2017, Purchaser accepted for payment all Shares validly tendered and not properly withdrawn prior to the expiration of the Offer, and payment for such Shares will be made promptly in accordance with the terms and conditions of the Offer and applicable law.

As promptly as practicable without a vote of, or prior notice to, Entertainment Gaming’s stockholders, Purchaser intends to effect a “short-form” merger under Section 92A.180 of the Nevada Revised Statutes, pursuant to which Purchaser will merge with and into Entertainment Gaming, with Entertainment Gaming continuing as the surviving corporation and a wholly owned indirect subsidiary of Melco (the “ Merger ”). Upon consummation of the Merger, all remaining outstanding Shares not tendered in the Offer, other than Shares owned by Purchaser and its affiliates, will be canceled and retired and automatically converted into the right to receive the same cash price of $2.35 per Share as was paid in the Offer, without interest and less any applicable tax withholding. As a result of the Merger, Entertainment Gaming will become a privately-held company.

The press release announcing the completion of the Offer, the acceptance of Shares for payment and Purchaser’s intention to effectuate the Merger is attached hereto as Exhibit (a)(5)(G).”

1

Item 12. Exhibits .

Item 12 of the Schedule TO is hereby amended and restated by adding the following exhibit:

2

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 14, 2017

EXHIBIT INDEX

Grafico Azioni Entertainment Gaming Asia Incorporated (NASDAQ:EGT)
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Da Ott 2024 a Nov 2024

Grafico Azioni Entertainment Gaming Asia Incorporated (NASDAQ:EGT)
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Da Nov 2023 a Nov 2024