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Global Cash
Access Holdings, Inc.
GCA and Multimedia Games Holding Company, Inc.
("Multimedia Games")
MGAM announced today that they have entered into
a merger agreement whereby GCA has agreed to acquire all the outstanding
common stock of Multimedia Games for $36.50 per share, for an aggregate
purchase price of approximately $1.2 billion in cash. The transaction has been
unanimously approved by the boards of directors of the two companies.
"The acquisition of Multimedia Games represents a gaming-relevant
transformational opportunity to combine two companies with rich gaming
heritages and uniquely positions GCA as an important strategic partner to
gaming operators by offering them deeper and more integrated solutions across
their entire gaming floor," remarked Ram V. Chary, President and Chief
Executive Officer of GCA. "This acquisition further strengthens and broadens
GCA's portfolio of solutions, which has been embraced by our customer base,"
added Mr. Chary.
Patrick J. Ramsey, Chief Executive Officer of Multimedia Games, noted, "We are
excited about the opportunity this combination provides to leverage Multimedia
Games' creative and innovative game development capabilities with GCA's
expansive customer base to provide best-in-class, integrated solutions to the
gaming community, and deliver increased value and scale to our respective
customers and employees."
Transaction Highlights
Pursuant to the merger agreement, GCA will acquire all of the outstanding
stock of Multimedia Games for $36.50 per share in cash, representing a 31%
premium to the closing stock price as of Friday, September 5, 2014, for an
aggregate purchase price of approximately $1.2 billion. The proposed
acquisition will be financed with debt and cash on hand for which GCA has
secured committed debt financing. The proposed acquisition is subject to
customary closing conditions, including receipt of MGAM shareholder approval
and antitrust and gaming regulatory approvals, and is currently expected to be
completed in early 2015.
The merger is expected to achieve approximately $30 million of synergies as a
combined entity; and, on a pro forma basis, is estimated to generate about
$800 million in revenues and approximately $217 million in Adjusted EBITDA
based on the last twelve months results as of June 30, 2014. The transaction
is expected to be immediately accretive to GCA stockholders as of the closing
date of the acquisition.
Ram V. Chary will continue to serve as President and Chief Executive Officer
of GCA. The combined company's headquarters will remain in Las Vegas, NV and
its game development operations will be based in Austin, TX.
Advisory Partners
The advisory partners for Global Cash Access included: BofA Merrill Lynch as
its exclusive advisor on financial matters; and Pillsbury Winthrop Shaw
Pittman and DLA Piper as advisors on legal matters. The advisory partners for
Multimedia Games included: Wells Fargo Securities as its exclusive advisor on
financial matters; and Latham & Watkins as advisor on legal matters.
BofA Merrill Lynch and Deutsche Bank have agreed to provide committed debt
financing to Global Cash Access for the proposed acquisition.
Investor Conference Call and Webcast
GCA will host an investor conference call and simultaneous presentation to
discuss the proposed transaction at 5:00 p.m. Eastern Daylight Time ("EDT").
The conference call may be accessed live over the phone by dialing (888)
801-6499 or for international callers by dialing (913) 312-9308. A replay will
be available at 8:00 p.m. EDT and may be accessed by dialing (877) 870-5176 or
(858) 384-5517 for international callers; the pin number is 1638762. The
replay will be available until September 15, 2014. The call will be webcast
live from GCA's website at www.gcainc.com under the Investor Relations
section.
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