Shuffle Master, Inc. (NASDAQ Global Select Market: SHFL) ("Shuffle
Master” or the "Company”) announced today the results of the previously
announced put option, allowing holders of its outstanding 1.25% Senior
Convertible Notes due 2024 (the "Notes”)
to require Shuffle Master to purchase, on April 15, 2009, any and all of
its Notes at a price equal to 100% of the aggregate principal amount of
the Notes (the "Put Option”).
As of 12:00 midnight, New York City time on April 15, 2009, the
scheduled expiration date, $30,250,000 in aggregate principal amount of
the Notes, representing approximately 99.97% of the aggregate principal
amount of the outstanding Notes prior to the Put Option, had been
validly tendered in the Put Option. All Notes validly tendered and not
validly withdrawn in the Put Option have been accepted for payment by
Shuffle Master. Shuffle Master made its regularly scheduled interest
payment on April 15, 2009. Accordingly, there is no accrued and unpaid
interest remaining through the date of purchase. The aggregate
consideration for the accepted Notes of $30,250,000 will be delivered
promptly to tendering holders by the paying agent. After giving effect
to the purchase of the tendered Notes, $8,000 aggregate principal amount
of the Notes remains outstanding. The Company has the right to redeem
the remaining outstanding Notes beginning on April 21, 2009.
Wells Fargo Bank, National Association acted as the paying agent for the
tender offer. Questions regarding the tender offer may be directed to
Wells Fargo Bank, National Association at (800) 344-5128.
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.
