25.08.2008 12:30:00
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Shuffle Master, Inc. Announces Results of Cash Tender Offer for Convertible Notes
Shuffle Master, Inc. (NASDAQ Global Select Market: SHFL)
announced today the results of its cash tender offer for any and all of
its 1.25% Contingent Convertible Senior Notes Due 2024 (the "Notes”).
As of 12:00 midnight, New York City time on August 22, 2008, the
scheduled expiration date, $89,358,000 in aggregate principal amount of
the Notes, representing approximately 59.6% of the aggregate principal
amount of the outstanding Notes prior to the tender offer, had been
validly tendered in the tender offer. All Notes validly tendered in the
tender offer and not withdrawn have been accepted for payment by Shuffle
Master. Payment of the aggregate consideration of $87,307,662 (including
accrued and unpaid interest) will be made on the validly tendered Notes
in accordance with the terms of the tender offer. After giving effect to
the purchase of the tendered Notes, $60,642,000 aggregate principal
amount of the Notes remains outstanding.
Deutsche Bank Trust Company Americas acted as depositary and Morrow &
Co., LLC acted as the information agent for the tender offer. Questions
regarding the tender offer may be directed to Morrow & Co., LLC at (203)
658-9400 (banks and brokerage firms) or (800) 662-5200 (all others toll
free).
About Shuffle Master, Inc.
Shuffle Master, Inc. is a gaming supply company specializing in
providing its casino customers with improved profitability, productivity
and security, as well as popular and cutting-edge gaming entertainment
content, through value-add products in four distinct categories: Utility
products which includes automatic card shuffler, roulette chip sorters
and intelligent table system modules, Proprietary Table Games which
include live table game tournaments, Electronic Table Systems which
include various e-Table game platforms and Electronic Gaming Machines
which include traditional video slot machines for select markets and
wireless gaming solutions. The Company is included in the S&P Smallcap
600 Index. Information about the Company and its products can be found
on the Internet at www.shufflemaster.com.
Forward Looking Statements
This release contains forward-looking statements that are based on
management’s current beliefs and expectations
about future events, as well as on assumptions made by and information
available to management. The Company considers such statements to be
made under the safe harbor created by the federal securities laws to
which it is subject, and assumes no obligation to update or supplement
such statements. Forward-looking statements reflect and are subject to
risks and uncertainties that could cause actual results to differ
materially from expectations. Risk factors that could cause actual
results to differ materially from expectations include, but are not
limited to, the following: we may be unable to repurchase our contingent
convertible senior notes; our intellectual property or products may be
infringed, misappropriated, invalid, or unenforceable, or subject to
claims of infringement, invalidity or unenforceability, or insufficient
to cover competitors' products; the gaming industry is highly regulated
and we must adhere to various regulations and maintain our licenses to
continue our operations; the search for and possible transition to a new
chief executive officer, and the search for and the transition to a new
chief financial officer, could be disruptive to our business or simply
unsuccessful; our ability to implement our five-point strategic plan
successfully is subject to many factors, some of which are beyond our
control; litigation may subject us to significant legal expenses,
damages and liability; our products currently in development may not
achieve commercial success; we compete in a single industry, and our
business would suffer if our products become obsolete or demand for them
decreases; any disruption in our manufacturing processes or significant
increases in manufacturing costs could adversely affect our business;
our gaming operations, particularly our Utility, Proprietary Table
Games, Electronic Table Systems and Electronic Gaming Machines, may
experience losses due to technical difficulties or fraudulent
activities; we operate in a very competitive business environment; we
are dependent on the success of our customers and are subject to
industry fluctuations; risks that impact our customers may impact us;
certain market risks may affect our business, results of operations and
prospects; a downturn in general economic conditions or in the gaming
industry or a reduction in demand for gaming may adversely affect our
results of operations; economic, political and other risks associated
with our international sales and operations could adversely affect our
operating results; changes in gaming regulations or laws; we are exposed
to foreign currency risk; we could face considerable business and
financial risk in implementing acquisitions; if our products contain
defects, our reputation could be harmed and our results of operations
adversely affected; we may be unable to adequately comply with public
reporting requirements; our continued compliance with our financial
covenants in our revolving credit facility is subject to many factors,
some of which are beyond our control; the restrictive covenants in the
agreement governing our revolving credit facility may limit our ability
to finance future operations or capital needs or engage in other
business activities that may be in our interest; our available cash and
access to additional capital may be limited by our substantial leverage;
and our business is subject to quarterly fluctuation. Additional
information on these and other risk factors that could potentially
affect the Company’s financial results may be
found in documents filed by the Company with the Securities and Exchange
Commission, including the Company’s current
reports on Form 8-K, quarterly reports on Form 10-Q and annual report on
Form 10-K and registration statement on Form S-1, filed on June 27,
2008, as amended.
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