Shuffle Master, Inc. (NASDAQ Global Select Market: SHFL) ("Shuffle
Master” or "the Company”) today announced that it is notifying holders
of its outstanding 1.25% Senior Convertible Notes due 2024 (CUSIP No.
825549AB4) (the "Notes”) that they
have an option, pursuant to the terms of the Notes, to require Shuffle
Master to purchase, on April 15, 2009, all or a portion of such holders’
Notes (the "Put Option”) at a
price equal to 100% of the aggregate principal amount of the Notes, plus
any accrued and unpaid interest up to but not including April 15, 2009.
Shuffle Master will pay the purchase price solely with cash. If all
outstanding Notes are surrendered for purchase pursuant to the Put
Option, the aggregate cash purchase price, including accrued and unpaid
interest, will be approximately $30.5 million. Holders that do not
surrender their Notes for purchase pursuant to the Put Option will
maintain the right to convert their Notes, subject to the terms,
conditions and adjustments applicable to the Notes.
The opportunity to surrender Notes for purchase pursuant to the Put
Option will terminate at midnight, New York City time, on April 15,
2009. In order to exercise the applicable Put Option, a holder must
follow the procedures set forth in the applicable notice to holders.
Holders may withdraw any Notes previously surrendered for purchase at
any time prior to 5:00 p.m., New York City time, on April 15, 2009.
Shuffle Master will file a Tender Offer Statement on Schedule TO for the
Notes with the Securities and Exchange Commission. In addition,
documents specifying the terms, conditions and procedures for
surrendering and withdrawing Notes for purchase, including the notices
to holders, will be available through The Depository Trust Company and
the paying agent, which is Wells Fargo Bank, National Association.
Neither Shuffle Master nor its board of directors or employees have made
or are making any representation or recommendation as to whether or not
any holder should surrender any Notes.
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 for Shuffle Master, Inc.
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: the Company may be unable to repurchase its contingent
convertible senior notes; its 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 the Company must adhere to various regulations and maintain its
licenses to continue its operations; the transition to a new chief
executive officer, and the search for and the transition to a new chief
financial officer, could be disruptive to the Company’s business or
simply unsuccessful; the Company’s ability to implement its ongoing
six-point strategic plan successfully is subject to many factors, some
of which are beyond the Company’s control; litigation may subject the
Company to significant legal expenses, damages and liability; the
Company’s products currently in development may not achieve commercial
success; the Company competes in a single industry, and its business
would suffer if its products become obsolete or demand for them
decreases; any disruption in the Company’s manufacturing processes or
significant increases in manufacturing costs could adversely affect its
business; the Company’s gaming operations, particularly its Utility,
Proprietary Table Games, Electronic Table Systems and Electronic Gaming
Machines, may experience losses due to technical difficulties or
fraudulent activities; the Company operates in a very competitive
business environment; the Company is dependent on the success of its
customers and is subject to industry fluctuations; risks that impact the
Company’s customers may impact the Company; certain market risks may
affect the Company’s business, results of operations and prospects; a
continued downturn in general worldwide economic conditions or in the
gaming industry or a reduction in demand for gaming may adversely affect
the Company’s results of operations; the Company’s domestic and global
growth and ability to access capital markets are subject to a number of
economic risks; economic, political, legal and other risks associated
with the Company’s international sales and operations could adversely
affect its operating results; changes in gaming regulations or laws; the
Company is exposed to foreign currency risk; the Company could face
considerable business and financial risk in implementing acquisitions;
if the Company’s products contain defects, its reputation could be
harmed and its results of operations adversely affected; the Company may
be unable to adequately comply with public reporting requirements; the
Company’s continued compliance with its financial covenants in its
senior secured credit facility is subject to many factors, some of which
are beyond the Company’s control; the restrictive covenants in the
agreement governing the Company’s senior secured credit facility may
limit its ability to finance future operations or capital needs or
engage in other business activities that may be in its interest; the
Company’s available cash and access to additional capital may be limited
by its leverage; and the Company’s 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 its latest annual report on Form 10-K.
