PlayAGS, Incorporated (NYSE: AGS) (“AGS” or the “Company”), a
global gaming supplier of high-performing slot, table, and
interactive products, today announced that it has signed a
definitive agreement to be acquired by affiliates of Brightstar
Capital Partners (“Brightstar”), a middle market private equity
firm focused on investing in industrial, manufacturing, and
services businesses.
The Company’s Board of Directors has unanimously approved, and
recommended that the Company's stockholders approve, the agreement.
AGS shareholders will receive $12.50 per share in cash. The per
share purchase price represents a 41% premium to the Company’s
volume-weighted average share price over the last 90 days and a 40%
premium to AGS’ closing price on May 8, 2024.
AGS is a global company focused on creating a diverse mix of
entertaining gaming experiences for every kind of player. Powered
by high-performing slot products, an expansive table products
portfolio, and highly rated online casino content, the Company
believes it offers an unmatched value proposition for its casino
partners.
“We are very pleased to reach this agreement, which we believe
provides our stockholders with compelling, certain cash value.
Joining forces with Brightstar represents an exciting new chapter
for AGS and our mission to provide exceptional gaming solutions for
our operator partners,” said David Lopez, CEO & President of
AGS. “With Brightstar’s resources and strategic guidance, we
believe AGS will be well-positioned to make targeted investments in
R&D, top talent, operations, and industry-leading innovation,
which should accelerate our global footprint.”
“We look forward to working with David and the AGS team to
capitalize on opportunities by taking a long-term approach to
creating value," said Andrew Weinberg, Founder & CEO of
Brightstar. "AGS has a strong pipeline of new products, and we
believe the Company’s innovative approach to game development
provides significant potential for continued growth.”
“We have been impressed by AGS’ award-winning products,
differentiated culture, and outstanding reputation in this
expanding industry,” said Roger Bulloch, Partner at Brightstar. “We
trust that partnering with AGS and executing on our shared vision
can accelerate the Company’s ability to create even greater value
for its customers and players around the world.”
Macquarie Capital is serving as financial advisor and Cooley LLP
is serving as legal counsel to AGS. Jefferies LLC is serving as
lead financial advisor to Brightstar. Barclays and Citizens JMP
Securities are also serving as financial advisors to Brightstar.
Kirkland & Ellis LLP is serving as legal counsel to
Brightstar.
First Quarter 2024 Financial Results
In light of the proposed transaction, AGS has canceled its
previously announced conference call to discuss its first quarter
2024 financial results, which had been scheduled for Thursday, May
9, 2024, at 5:00 p.m. EDT. Additionally, AGS will not be issuing a
quarterly earnings release. The Company expects to file its 10-Q
for the quarter ended March 31, 2024 with the SEC later today.
Timing and Approvals
The proposed transaction, which is expected to close in the
second half of 2025 is subject to customary closing conditions,
including the receipt of regulatory approvals and approval by a
majority of AGS stockholders. Upon completion of the transaction,
AGS will become a privately held company and shares of AGS common
stock will no longer be listed on any public market.
About AGS
AGS is a global company focused on creating a diverse mix of
entertaining gaming experiences for every kind of player. Its
customer-centric culture and remarkable growth have helped it
become one of the most all-inclusive commercial gaming suppliers in
the world. Powered by high-performing slot products, an expansive
table products portfolio, highly rated online casino content for
players and operators, and differentiated service, the Company
believes it offers an unmatched value proposition for its casino
partners. Learn more at www.playags.com.
About Brightstar Capital Partners
Brightstar Capital Partners is a middle market private equity
firm focused on investing in industrial, manufacturing, and
services businesses where Brightstar believes it can drive
significant value with respect to the management, operations, and
strategic direction of the business. Brightstar employs an
operationally intensive “Us & Us” approach that leverages its
extensive experience and relationship network to help companies
reach their full potential. For more information, please
visit www.brightstarcp.com.
Additional Information and Where to Find
It
In connection with the proposed transaction, the Company intends
to file with the SEC preliminary and definitive proxy statements
relating to the proposed transaction and other relevant
documents. Promptly after filing the definitive proxy
statement with the SEC, the definitive proxy statement and a proxy
card will be mailed to the Company’s stockholders entitled to vote
as of the record date to be established for voting on the proposed
transaction and any other matters to be voted on at the special
meeting. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENTS, ANY
AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER SOLICITING MATERIALS
AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH
THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY
STATEMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY, THE ACQUIRING ENTITY AND
THE PROPOSED TRANSACTION. When the documents are available,
investors and security holders may obtain free copies of the proxy
statement, any amendments or supplements thereto, and any other
relevant documents filed by the Company with the SEC in connection
with the proposed transaction on the SEC’s web site at www.sec.gov,
on the Company’s website at
https://investors.playags.com/financial-information/sec-filings or
by contacting the Company’s Investor Relations via email at
https://investors.playags.com/investor-resources/contact-investor-relations/.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed participants in the solicitation of proxies from the
Company’s stockholders in connection with the proposed transaction.
Information regarding the Company’s directors and executive
officers, including a description of their direct or indirect
interests, by security holdings or otherwise, in the Company can be
found under the captions “The Board of Directors,” “Executive
Officers,” and “Section 16(a) Beneficial Ownership Reporting
Compliance” contained in the Company’s 2024 annual proxy
statement filed with the SEC on April 29, 2024 (the “2024
Proxy Statement”). To the extent that the Company’s directors and
executive officers and their respective affiliates have acquired or
disposed of security holdings since the applicable “as of” date
disclosed in the 2024 Proxy Statement, such transactions have been
or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. Other information regarding the
participants in the proxy solicitation and a description of their
interests will be contained in the proxy statement for the
Company’s special meeting of stockholders and other relevant
materials to be filed with the SEC in respect of the proposed
transaction when they become available. These documents can be
obtained free of charge from the sources indicated above.
Forward-Looking and Cautionary Language
This press release contains, and oral statements made from time
to time by our representatives may contain, forward-looking
statements which include, but are not limited to, all statements
that do not relate solely to historical or current facts, such as
statements regarding the Company’s expectations, intentions or
strategies regarding the timing, completion and effects of the
proposed transaction. In some cases, these statements include words
like: “may,” “might,” “will,” “could,” “would,” “should,” “expect,”
“intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue,” and “ongoing,” or
the negatives of these terms, or other comparable terminology
intended to identify statements about the future. These
forward-looking statements are subject to the safe harbor
provisions under the Private Securities Litigation Reform Act of
1995. The Company’s expectations and beliefs regarding these
matters may not materialize. Actual outcomes and results may differ
materially from those contemplated by these forward-looking
statements as a result of uncertainties, risks, and changes in
circumstances, including, but not limited to, risks and
uncertainties related to: the ability of the parties to consummate
the proposed transaction in a timely manner or at all; the
satisfaction (or waiver) of closing conditions to the consummation
of the proposed transaction, including with respect to the approval
of the Company’s stockholders; potential delays in consummating the
proposed transaction; the ability of the Company to timely and
successfully achieve the anticipated benefits of the proposed
transaction; the occurrence of any event, change or other
circumstance or condition that could give rise to the termination
of the definitive agreement; the effect of the announcement or
pendency of the proposed transaction on the Company’s business
relationships, operating results and business generally; costs
related to the proposed transaction; the outcome of any legal
proceedings that may be instituted against the Company, Brightstar
or any of their respective directors or officers related to the
definitive agreement or the proposed transaction; and the impact of
these costs and other liabilities on the cash, property, and other
assets available for distribution to the Company’s stockholders.
Additional risks and uncertainties that could cause actual outcomes
and results to differ materially from those contemplated by the
forward-looking statements are included under the caption “Risk
Factors” and elsewhere in the Company’s most annual and quarterly
reports filed with the SEC, including its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2024 and any
subsequent reports on Form 10-K, Form 10-Q or
Form 8-K filed with the SEC from time to time and
available at www.sec.gov. These documents can be accessed on the
Company’s web page at
https://investors.playags.com/financial-information/sec-filings.
The forward-looking statements included in this press release,
and in any oral statements made from time to time by our
representatives, are made only as of the date hereof or thereof.
The Company assumes no obligation and does not intend to update
these forward-looking statements, except as required by law.
AGS ContactJulia Boguslawski, Chief Marketing
Officerjboguslawski@PlayAGS.com
Brad Boyer, Senior Vice President of Investor Relations &
Corporate OperationsInvestors@PlayAGS.com
Brightstar ContactCraig Thomas, Chief Marketing
Officercthomas@brightstarcp.com
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