Scientific Games Corporation announced that it has entered into an agreement and plan of merger with SG Nevada Merger Company, a Nevada corporation and wholly owned subsidiary of Scientific Games, providing for the merger of Scientific Games with SG Nevada, with SG Nevada surviving the merger, for the sole purpose of changing the company’s state of incorporation from Delaware to Nevada.
The reincorporation merger is subject to approval by the affirmative vote of holders of a majority of outstanding shares of Class A common stock of the company entitled to vote at a special meeting of the company’s stockholders.
If the merger is approved by the stockholders, at the “Effective Time” (as defined in the reincorporation merger agreement) each share of Class A common stock, par value $0.01 per share, of the company issued and outstanding immediately prior to the Effective Time will be converted (without the surrender of stock certificates or any other action by SG Nevada, Scientific Games or the company’s stockholders) into one fully paid and non-assessable share of common stock, par value $0.001, of the surviving corporation.
The reincorporation merger will not result in any change in the company’s name, headquarters, business, management, location of offices, assets, liabilities or net worth, other than as a result of the costs incident to the reincorporation merger. Management, including all directors and officers immediately prior to the reincorporation merger, will remain the same following the reincorporation merger and will assume identical positions with the surviving corporation.
