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8-K - 8-K - WMS INDUSTRIES INC /DE/ | d481455d8k.htm |
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Exhibit 99.1 |
Global Town Hall
February 1, 2013
Brian R. Gamache
Chairman & CEO |
Yesterday,
January
31,
2013,
we
announced
our
strategic
decision
to
combine our business with Scientific Games Corporation (SGMS), a
global leader in providing customized, end-to-end gaming solutions to
lottery and gaming organizations worldwide.
We are taking this momentous step to create a larger company, a
combined company, that is well positioned to utilize the skills and
expertise of its employees, and game content to generate meaningful
new growth opportunities across the broad spectrum of the gaming
and lottery industries.
WMS Combines with Scientific Games |
Size does matter
Systems technologies are critical to success
New revenue opportunities for our combined business
WMS
Combines
with
Scientific
Games |
Who
is Scientific Games Corporation?
Scientific Games Corporation (SGMS) is a global leader in providing customized
solutions to lottery and gaming organizations worldwide.
SGMS has been a leader in the lottery industry for 40 years, since printing 25
million tickets for the worlds first secure Instant
Lottery® game in 1974; and today it is the primary supplier for 8
of the Top 10 U.S. Instant Ticket Lotteries, in terms of per capital sales.
A global
marketing
and
technology
leader
in
the
lottery
industry
with
over
120
national
and
international customers, including many of the world's highest
revenue-producing lotteries.
A supplier of lottery and gaming products and services to government and
commercial operators, with long-term contracts across the U.S. for the
operation of both local draw-based games and multi-state lottery
games, and a leading provider of terminals and software outside the
U.S. |
Who
is Scientific Games Corporation? Strong history of innovation and creativity
punctuated by the introduction of numerous industry
firsts. Print instant lottery tickets for over 120 lotteries
worldwide from SGMS five major operational facilities.
Headquartered in NYC, SGMS and its subsidiaries have more than 3,500
employees with major offices in Atlanta/Alpharetta (Georgia), London and
Vienna. |
Who
is Scientific Games Corporation? SGMS is a global leader with a focus on
three key success factors:
Technology
Content
Regulatory Compliance
SGMS has total revenue of $931 MM and
Attributable EBITDA of $333 MM for the last twelve
months ended Sept. 30, 2012
SGMS has three business reporting segments:
Printed Products represent 57% of total revenues or $503 MM
in Calendar 2011
Lottery Systems represent 28% of total revenues or $242 MM
in 2011
Gaming represents 15% of total revenue or $133 MM in 2011
TOTAL REVENUE ($ in MM)
Proforma
w/o
Racing
Sold
2010
Ronald Perelman, through his
MacAndrews & Forbes
investment company, owns
approximately 38% of SGMS
$500
$600
$700
$800
$900
$1,000
2010
2011
TTM 9/30/12
$931
$879
$799 |
Why
Combine Businesses?
Create the most complete and diverse global gaming company with
best-in-class creative content, talent, and technology.
Take advantage of the convergence of our traditional businesses and the power,
reach and revenue potential of online wagering, non-wagering gaming and
lotteries to create a leading gaming company with one-stop content
capability.
Provide
our
customers
with
premier,
innovative
content
supported
by
advanced
technology
across
all
possible
distribution
channels
and
backed
by
our
combined
world-class customer service.
Expand our business, grow revenue and create new, exciting opportunities that
would not readily be available to our companies individually.
|
Why
Combine Business? Key Takeaways:
A comprehensive supplier to the lottery and gaming industry
Allows us to compete favorably with our key competitors
Consolidation is inevitable in our industry |
Transaction Summary
Upon the closing of the transaction, SGMS will pay $26.00 per share in cash to WMS
stockholders, a 59% premium over our closing price on the day prior to the
announcement.
The closing of the acquisition is subject to pre-approvals by various gaming
regulators, along with the normal antitrust review and other customary
closing conditions.
Our Board of Directors unanimously approved the transaction and is recommending
that our stockholders vote in favor of the transaction, at a special
stockholders meeting to be set at a later date.
At this time, we expect to receive regulatory approvals and to close the
transaction later in the 2013 calendar year. At that time, WMS will
become a wholly owned subsidiary of SGMS and WMS stock will no longer be
traded on the New York Stock Exchange.
SGMS stock trades on the NASDAQ under the symbol SGMS.
|
What It Means For You
Maintain
our
focus:
We
must
remain
focused
on
all
the
key
initiatives
we
have
underway,
and
not
be
side-tracked from our operating priorities.
Gamefield
xD
and
Blade
cabinets
launch,
as
well
as
roll-out
of
the
My
Poker
video
poker
gaming machines
Williams Interactive B2B real money online casino launch and launch of WMS gaming
content for online operators
BPT Process and Systems Stabilization
Business
as
Usual:
There
are
no
immediate
or
known
impacts
to
the
WMS
Gaming
or
Williams
Interactive organizations, salary and/or benefits. Our goal is to converge and grow
our combined businesses once the transaction is completed.
The transition team:
A team comprised of WMS and SGMS leadership will plan integration initiatives
over the coming months.
|
What It Means to You
If you are an employee with equity-based compensation you will
receive a letter explaining how it will be impacted by the
transaction.
If you are currently enrolled in the Employee Stock Purchase Plan,
your payroll deductions will continue through June 30, 2013 and
purchases of WMS stock will be made on March 31 and June 30,
2013
with
such
funds,
unless
you
elect
to
withdraw
your
funds.
No
new enrollments will be accepted. |
What This Means For You
Communication:
As we move forward, well provide you with updates, our progress and
next steps:
Team meetings
Town Halls
One-to-one meetings
WMS Page One/Intranet and a dedicated SharePoint page
WMS
corporate
newsletter
The
Winning
Combination |
What It Means to You
Information
Disclosure
and
Public
Communication
Policy:
Our
policy
remains
in
force.
Please
do not speculate or discuss this transaction, our financial results, or other
non-public important information with those outside the company, such as
investors, suppliers, customers and media, including trade publications,
unless you have been specifically empowered to do so by Brian Gamache, Orrin
Edidin, Scott Schweinfurth, Ken Lochiatto, Bill Pfund, Rob Bone or Kathleen
McJohn.
Please refer any inquiries and contacts to: Bill Pfund, Mollie Cole and Kathleen
McJohn. Trading
of
WMS
stock
and
SGMS
stock:
We
are
currently
in
a
black-out
period
which
is
scheduled to end following our earnings release. However, as in the past, even when
we are no longer
in
blackout,
if
you
become
aware
of
Material
Nonpublic
Information
(as
defined
in
our
Insider
Trading Policy)
, you must not, directly or through a related person: (a) purchase or sell WMS or
SGMS securities, (b) engage in any other action to take advantage of that
information or (c) provide that
information
to
others
outside
the
Company,
including
family
and
friends,
who
might
either
trade
on that information or pass the information to others who might trade in WMS or
SGMS securities. |
What It Means to You
Key Takeaways:
At closing, SGMS will pay a premium of approximately 60% for
our company because of YOU
The next 7-8 months is an audition for ALL of us, and great
execution will guarantee a seamless execution.
|
Participants in Solicitation
Additional Information and Where to Find It
The Company and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the Companys stockholders with respect to the meeting of
stockholders that will be held to consider the proposed Merger. Information about the
Companys directors and executive officers and their ownership of the Companys common stock is set forth in the proxy
statement for the Companys 2012 Annual Meeting of Stockholders, which was filed with the SEC on
October 17, 2012. Stockholders 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 Companys stockholders 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.
This communication is being made in respect of the proposed transaction involving the Company and
Scientific Games Corporation. The proposed transaction will be submitted to the stockholders
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 Scientific Games also
plan to file with the SEC other documents regarding the proposed transaction. THE COMPANYS
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 stockholders of the Company. The
Companys stockholders 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 SECs website at
http://www.sec.gov. The Companys shareholders will also be able to obtain, without charge, a
copy of the proxy statement and other relevant documents (when available) by going to WMSs
Investor Relations website page at http://ir.wms.com or by directing a written request by mail to WMS Industries Inc., Attn:
Investor Relations, 800 South Northpoint Blvd., Waukegan, Illinois 60085, or by calling the Secretary at
(847) 785-3000. |
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, 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 stockholders 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 WMS 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 SGMS 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 Companys most recent Annual
Report on Form 10-K for the year ended June 30, 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. |
QUESTIONS & ANSWERS |