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CVC LIMITED M&A Activity 2005
64728_rns_2005-11-14_56a75b15-a9f9-4ae5-a4ab-c8341064394d.pdf
M&A Activity
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Manager, Company Announcements Australian Stock Exchange Limited PO Box H224 Australia Square NSW 1215
ASX Announcement
STARGAMES LIMITED
CVC Limited and its subsidiaries ("CVC") hold 16.9 million ordinary shares in Stargames Limited ("Stargames"), an Australian public listed company specialising in the design, manufacture and marketing of electronic gaming machines (ASX code: SGS).
This morning, the Board of Directors of Stargames announced that it had reached an agreement with US gaming company, Shuffle Master Inc ("SMI"), in relation to an off-market takeover offer ("the Offer") by SMI, through SMI's wholly owned subsidiary, Shuffle Master Australasia Pty Limited, for 100% of the shares of Stargames for a price of \$1.55 cash per share. The Offer is subject to numerous conditions which are summarised in the Stargames' announcement and will be fully set out in the Bidder's Statement when it is issued.
According to that announcement, the Offer has the full support of Stargames' directors who intend to recommend that Stargames shareholders accept the Offer, in the absence of a superior offer.
In connection with the Offer, CVC has granted SMI a call option under which it may require CVC to sell to SMI (or its nominees) all the shares it holds in Stargames for a cash consideration of \$1.55 per share. Under the terms of the option, if SMI declares that the Offer is free of the conditions referred to above (which decision it may make in its absolute discretion), it must exercise the option (and thereby acquire CVC's shares in Stargames) within a prescribed period of time. Otherwise, SMI has total discretion as to whether it will exercise the option.
If CVC was to sell its Stargames shares at \$1.55 each, this would give rise to a profit on sale, before tax, of approximately \$16.5 M.
CVC will monitor the progress of the Offer and keep its shareholders informed of any further material developments in this respect.
Alexander Beard Chief Executive Officer
15 November 2005