Entertainment Gaming Asia Inc. announced that Melco International Development Limited, through its wholly-owned subsidiary EGT Nevada Holding Inc., effected a short-form merger of EGT Nevada into the company on June 21, with EGA continuing as the surviving corporation and a wholly-owned subsidiary of Melco.
The short-form merger follows the June 13 completion of EGT Nevada’s unsolicited cash tender offer of all outstanding shares of common stock, $0.001 par value, of the company, other than the shares owned by Melco or its affiliates, through which Melco and its affiliates increased their ownership in the company from approximately 64.8 percent to approximately 92.5 percent of the outstanding shares.
Pursuant to the short-form merger, the remaining untendered shares were canceled and converted into the right to receive a cash payment equivalent to the tender price of $2.35 per share. The holders of the untendered, canceled shares will be receiving a letter of transmittal and forms with instructions on how to claim their cash payment of $2.35 per share.
As a result of the short-form merger, on June 21, EGA requested that the NASDAQ Stock Market LLC delist its common stock. The shares were delisted and removed from trading on NASDAQ prior to the market opening on June 22. EGA also intends to file a Form 15 with the U.S. Securities and Exchange Commission under the Exchange Act, requesting that the company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
