LEVIS, QC, Jan. 18, 2017 /CNW Telbec/ - DEQ Systems Corp. (TSXV: DEQ) is pleased to announce the successful completion of the previously announced plan of arrangement transaction under the Canada Business Corporations Act pursuant to which SG Canada Acquisitions, Inc., a wholly-owned subsidiary of Scientific Games Corporation, acquired all of the outstanding common shares in the capital of DEQ for a cash payment of CDN$0.38 per common share of DEQ. Following the acquisition, SG Canada Acquisitions, Inc. and DEQ amalgamated under the name "DEQ Systems Corp.".
The Arrangement was previously approved by shareholders of DEQ at the special meeting of shareholders held on November 3, 2016 and final court approval of the Arrangement was received from the Superior Court of Québec (Commercial Division) on November 10, 2016.
DEQ's shares are expected to be delisted from the TSX Venture Exchange on or about January 23, 2017 and application will be made to the relevant securities regulatory authorities to have DEQ cease to be a reporting issuer under Canadian securities laws.
Under the terms of the Arrangement, shareholders of DEQ are entitled to receive CDN$0.38 per DEQ share. Holders of stock options to purchase DEQ shares which were outstanding immediately prior to the Arrangement becoming effective and which had an exercise price of less than CDN$0.38 per share are entitled to receive an amount per optioned share equal to the amount by which CDN$0.38 exceeds the exercise price per share.
In order to receive the cash payment, DEQ's registered shareholders must complete, sign and return the Letter of Transmittal and their share certificates in accordance with the instructions contained in the Letter of Transmittal. Letters of Transmittal were mailed to registered shareholders along with DEQ's management proxy circular for the special meeting of shareholders. The Letter of Transmittal is also available under DEQ's issuer profile on SEDAR at www.SEDAR.com. For those shareholders whose shares of DEQ are registered in the name of a broker, investment dealer, bank, trust company or other intermediary or nominee, they should contact that intermediary or nominee for assistance in depositing their DEQ shares and should follow the instructions of such intermediary or nominee. Holders of stock options should contact CST Trust Company, the depositary under the Arrangement, at the number indicated below, for assistance in receiving the payments to which they may be entitled, which shall be reduced by the amount of any requisite statutory withholdings.
DEQ optionholders and shareholders who have questions or who may need assistance with the completion of Letters of Transmittal are advised to contact CST Trust Company, the depositary under the Arrangement, at:
Toll free: 1-800-387-0825
Advisors on the Transaction
McMillan LLP is acting as legal counsel to Scientific Games. Union Gaming Securities, LLC is acting as financial advisor to DEQ, and Osler, Hoskin & Harcourt LLP is acting as legal counsel to DEQ.
About Scientific Games
Scientific Games Corporation (NASDAQ: SGMS) is a leading developer of technology-based products and services and associated content for worldwide gaming, lottery and interactive markets. The Company's portfolio includes gaming machines, game content and systems; table games products and shufflers; instant and draw-based lottery games; server-based lottery and gaming systems; sports betting technology; loyalty and rewards programs; and interactive content and services. For more information, please visit ScientificGames.com. (http.//www.scientificgames.com).
This press release contains "forward-looking statements" and "forward-looking information" (collectively "forward looking statements") within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as "may," "will," "intend," "believe," "expect," "anticipate," and similar terminology which are intended to identify forward-looking statements, including in respect of the delisting of DEQ's shares and DEQ ceasing to be a reporting issuer. Forward-looking statements are based upon management's current expectations, beliefs, assumptions and estimates and are not guarantees of timing, future results or performance. Forward-looking statements involve certain risks and uncertainties and other factors that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to uncertainties as to the timing of the delisting of the shares from the TSX Venture Exchange and the approval by Canadian securities regulatory authorities of DEQ ceasing to be a reporting issuer. All forward-looking statements in this press release are made only as of the date of this press release and neither Scientific Games nor DEQ undertake any obligation to update any such forward-looking statements whether as a result of new information, future events or otherwise, other than as required by applicable securities laws.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE DEQ SYSTEMS CORP.
For further information: Scientific Games Corporation: Investor Relations, Bill Pfund, Vice-President, Investor Relations, Phone: +702-532-7663, Email: firstname.lastname@example.org; Media Relations, Susan Cartwright, Vice-President, Corporate Communications, Phone: +702-532-7981, Email: email@example.com