SciPlay Independent Special Committee Announces Inability to Reach Agreement with Scientific Games Regarding Scientific Games' Proposal to Minority Shareholders

LAS VEGAS, Dec. 22, 2021 /PRNewswire/ — A special committee of independent directors (the “Special Committee”) of SciPlay Corporation (NASDAQ: SCPL) (“SciPlay”), a leading developer and publisher of digital games on mobile and web platforms, today announced that discussions between the Special Committee and Scientific Games Corporation (NASDAQ: SGMS) (“Scientific Games”) regarding Scientific Games’ proposal to acquire the outstanding publicly traded shares of SciPlay have terminated.

In July of 2021, Scientific Games made a proposal to acquire the 19% equity interest in SciPlay it does not currently own at a price of 0.250 shares of Scientific Games for each share of SciPlay. The Special Committee, working closely together with its financial advisor, Lazard, and its legal counsel, Sullivan & Cromwell LLP, conducted a careful review of the terms of Scientific Games’ proposal and analysis of SciPlay’s anticipated financial performance and growth prospects.

Based on its review and analysis, the Special Committee rejected Scientific Games’ initial proposal, and actively engaged with Scientific Games to negotiate terms that it believed better reflects the value of SciPlay. However, the Special Committee and Scientific Games have been unable to reach an agreement on a transaction between SciPlay and Scientific Games, and discussions between Special Committee and Scientific Games regarding a potential transaction have terminated.

Although the Special Committee is disappointed that it and Scientific Games were not able to reach an agreement, both the Special Committee and Scientific Games remain firm in their support of SciPlay’s leading platform of digital games, as well as their belief that SciPlay is at an inflection point and positioned for significant growth.                                   

About SciPlay

SciPlay is a leading developer and publisher of digital games on mobile and web platforms. SciPlay currently offers seven core games, including social casino games Jackpot Party® Casino, Gold Fish® Casino, Hot Shot Casino® and Quick Hit® Slots, and casual games MONOPOLY Slots, Bingo Showdown and 88 Fortunes® Slots. SciPlay’s social casino games feature slots-style game play and occasionally table games-style game play, while its casual games blend slots-style or bingo game play with adventure game features. All of SciPlay’s games are offered and played on multiple platforms, including Apple, Google, Facebook and Amazon. In addition to developing original games, SciPlay has access to a library of more than 1,500 real-world slot and table games provided by Scientific Games and its Subsidiaries.

Forward-Looking Statements

This press release contains statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “intend,” “plan,” “continue,” “believe,” “expect,” “anticipate,” “target,” “should,” “could,” “potential,” “opportunity,” “goal,” or similar terminology. These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors. Additional information regarding risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in SciPlay’s filings with the Securities and Exchange Commission, including under “Risk Factors” in Part II, Item 1A of SciPlay’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and Part I, Item 1A “Risk Factors” in SciPlay’s 2020 Annual Report on Form 10-K filed with the SEC on March 1, 2021. Forward-looking statements speak only as of the date they are made and, except for SciPlay’s ongoing obligations under the U.S. federal securities laws, SciPlay’s undertakes no and expressly disclaims any obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.

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SOURCE SciPlay Independent Special Committee; SciPlay Corporation

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