INTEGRITY GAMING NOW AN AGS SUBSIDIARY

(IGAM.V) Feb. 11, 2019 – Integrity Gaming Corp. has announced the completion of the previously announced plan of arrangement involving the company, PlayAGS, Inc. (NYSE: AGS), a wholly owned subsidiary of AGS and the holders of common shares, options to purchase shares, and restricted share units (RSUs) of Integrity, whereby all of the issued and outstanding shares were acquired by the purchaser. Integrity is now a wholly owned subsidiary AGS.

The arrangement was completed under the Business Corporations Act (British Columbia) and was approved at a special meeting of the securityholders held on Feb. 5, by approximately 99.99 percent of the votes cast by securityholders present in person or by proxy at the meeting (99.99 percent after excluding the votes cast by those persons whose votes must be excluded in determining minority approval for the arrangement pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). A final order approving the arrangement was obtained from the Supreme Court of British Columbia on Feb. 7.

Under the arrangement, each shareholder of the company received cash consideration of CDN$0.46 for each share held, holders of all unexercised options (including options which had not vested) received, in respect of each option held, CDN$0.46 in cash less the exercise price of such option, and holders of RSUs (including RSUs which had not vested) received, in respect of each RSU held, CDN$0.46 in cash.

It is expected that the shares will be delisted from the TSX Venture Exchange on or about the close of trading on Feb. 13, and Integrity will apply to the relevant securities commissions to cease to be a reporting issuer under Canadian securities laws.

Registered holders of Integrity shares should send their completed and executed letters of transmittal and certificates representing their Integrity shares to the depositary, Computershare Investor Services Inc., to receive the consideration to which they are entitled under the arrangement.

“We want to thank Integrity Gaming’s shareholders for approving this transaction, and we look forward to providing Integrity’s customers with exceptional service and support during and after the integration of our businesses,” said AGS president and CEO David Lopez. “We appreciate the confidence of Integrity’s shareholders that AGS will continue the business’s momentum and ensure that Integrity’s customers’ best interests are at the heart of everything we do.”

Disclaimer: ALWAYS DO YOUR OWN RESEARCH and consult with a licensed investment professional before making an investment. This communication should not be used as a basis for making any investment.

Leave a Reply