PlayAGS, Incorporated, a global gaming supplier of high-performing slot, table, and interactive products, today announced that it has signed a definitive agreement to be acquired by affiliates of Brightstar Capital Partners (“Brightstar”), a middle market private equity firm focused on investing in industrial, manufacturing, and services businesses.

The Company’s Board of Directors has unanimously approved, and recommended that the Company’s stockholders approve, the agreement. AGS shareholders will receive $12.50 per share in cash. The per share purchase price represents a 41% premium to the Company’s volume-weighted average share price over the last 90 days and a 40% premium to AGS’ closing price on May 8, 2024.

AGS is a global company focused on creating a diverse mix of entertaining gaming experiences for every kind of player. Powered by high-performing slot products, an expansive table products portfolio, and highly rated online casino content, the Company believes it offers an unmatched value proposition for its casino partners.

“We are very pleased to reach this agreement, which we believe provides our stockholders with compelling, certain cash value. Joining forces with Brightstar represents an exciting new chapter for AGS and our mission to provide exceptional gaming solutions for our operator partners,” said David Lopez, CEO & President of AGS. “With Brightstar’s resources and strategic guidance, we believe AGS will be well-positioned to make targeted investments in R&D, top talent, operations, and industry-leading innovation, which should accelerate our global footprint.”

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“We look forward to working with David and the AGS team to capitalize on opportunities by taking a long-term approach to creating value,” said Andrew Weinberg, Founder & CEO of Brightstar. “AGS has a strong pipeline of new products, and we believe the Company’s innovative approach to game development provides significant potential for continued growth.”

“We have been impressed by AGS’ award-winning products, differentiated culture, and outstanding reputation in this expanding industry,” said Roger Bulloch, Partner at Brightstar. “We trust that partnering with AGS and executing on our shared vision can accelerate the Company’s ability to create even greater value for its customers and players around the world.”

Macquarie Capital is serving as financial advisor and Cooley LLP is serving as legal counsel to AGS. Jefferies LLC is serving as lead financial advisor to Brightstar. Barclays and Citizens JMP Securities are also serving as financial advisors to Brightstar. Kirkland & Ellis LLP is serving as legal counsel to Brightstar.

First Quarter 2024 Financial Results

In light of the proposed transaction, AGS has canceled its previously announced conference call to discuss its first quarter 2024 financial results, which had been scheduled for Thursday, May 9, 2024, at 5:00 p.m. EDT. Additionally, AGS will not be issuing a quarterly earnings release. The Company expects to file its 10-Q for the quarter ended March 31, 2024 with the SEC later today.

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Timing and Approvals

The proposed transaction, which is expected to close in the second half of 2025 is subject to customary closing conditions, including the receipt of regulatory approvals and approval by a majority of AGS stockholders. Upon completion of the transaction, AGS will become a privately held company and shares of AGS common stock will no longer be listed on any public market.

More High-performance Scratch-off Entertainment from Company Coming to New York Player.

Scientific Games and the New York Lottery will continue their nearly 50-year partnership to bring world-leading instant scratch-off games to players in the state with a new primary provider contract. The partnership, which began in 1976, powered the New York Lottery’s Scratch-Off games to a $4.4 billion product by fiscal year 2022-2023 and helped contribute billions in funding for education in the state.

The New York Lottery boasts one of the highest total lottery profits in North America and is ranked No. 8 worldwide for instant scratch game sales (La Fleur’s 2024 World Almanac). The collaborative, primary provider partnership with Scientific Games has resulted in a well-balanced scratch-off portfolio, with three price points ranked in the top five in the U.S. for weekly per capita sales (MAP 52-week average per capita). Focus on $30 scratch-offs with innovative designs and strategic prize structures that appeal to a broad player base has delivered consistent top performers.

“The New York Lottery is proud to continue its partnership with Scientific Games,” said Gweneth Dean, Director of the New York Lottery. “For decades, our collaboration has resulted in billions of dollars for New York’s public schools, and we look forward to creating exciting new games for our players and supporting our dedicated retailers across the state.”

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As part of the new contract, Scientific Games will continue to provide the New York Lottery with consumer and product research and data analytics, game development and portfolio planning to help ensure the success of the Lottery’s scratch-off games.

“We’re honored to continue as the primary scratch-off game provider to one of the world’s most successful lotteries and support their important mission to fund education for New York students,” said John Schulz, President of Americas & Global Instant Products for Scientific Games.  “Our long-standing, strategic partnership has continued to bring entertaining scratch entertainment experiences to players in the state, and we look forward to many more decades of success together.”

U.S.-based Scientific Games created and produced the New York Lottery’s very first scratch-off game and has worked side-by-side with the Lottery to provide products across the state’s network of approximately 14,000 lottery retailers.

With products that generate more than 70% of global instant game retail sales, Scientific Games is the world’s largest lottery games creator, producer and services provider, and the primary provider to nine of the Top 10 performing instant game lotteries in the world.

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