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
Email: inquiries@canstockta.com.
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).
Forward-Looking Information
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.