ENTERTAINMENT GAMING ASIA INC. (NASDAQ:EGT) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 21, 2017, Entertainment Gaming Asia Inc.
(Company) and EGT Nevada Holding Inc., a Nevada
corporation and approximately 92.5% owner of the Companys common
stock (EGT Holding), entered into and
consummated an Agreement and Plan of Merger (Merger
Agreement) to which EGT Nevada merged with and into the
Company, with the Company continuing as the surviving corporation
(the Merger). At the effective time of the
Merger, all of the outstanding shares of common stock of the
Company (the Shares) not owned by EGT Holding
were cancelled and converted into the right to receive $2.35 per
Share, without interest and less any applicable tax withholding
(the Merger Consideration).

The Merger follows the close of the cash tender offer by Melco
International Development Limited (Melco), a
Hong Kong-listed company, through its wholly-owned subsidiary,
EGT Holding, for all of the outstanding Shares not already owned
by Melco or its affiliates for a price of $2.35 per Share. The
tender offer closed on June 13, 2017 and, in the tender offer,
stockholders of the Company tendered 4,005,135 Shares to EGT
Holding, thereby increasing Melcos beneficial ownership of the
Company from approximately 64.8% to approximately 92.5%. The
Merger was conducted to the short-form merger provisions of
Section 92A.180 of the Nevada Revised Statutes
(NRS). to NRS Section 92A.180, the stockholders
of the Company were not required to approve the Merger. Upon the
close of the Merger, the Company became a wholly-owned subsidiary
of Melco.

The Company will be mailing to its former stockholders
information and forms with instructions on how to claim their
payment of $2.35 per Share for their Shares converted in the
Merger.

Item3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.

As a result of the Merger described in Item 2.01 above, the
Company (i) notified The NASDAQ Stock Market LLC
(NASDAQ) of the consummation of the Merger and
(ii) requested that NASDAQ file with the Securities and Exchange
Commission (the SEC) a Notification of Removal
from Listing and/or Registration on Form 25 to delist and
deregister the Shares under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange
Act). Accordingly, on June 21, 2017, NASDAQ filed a
Notification of Removal from Listing and/or Registration under
Section 12(b) of the Exchange Act on Form 25 with the SEC. to the
Form 25, the Shares were delisted and removed from trading on
NASDAQ prior to the market opening on June 22, 2017. The Company
also intends to file with the SEC a Form 15 under the Exchange
Act, requesting that the Companys reporting obligations under
Sections 13 and 15(d) of the Exchange Act be suspended.

Item3.03. Material Modification to Rights of Security
Holders.

At the effective time of the Merger, holders of Shares ceased to
have any rights as stockholders of the Company, other than the
right to receive the Merger Consideration, without interest and
less any applicable tax withholding.

The information in Item2.01 is incorporated by reference herein.

Item 8.01 Other Events.

On June 22, 2017, the Company issued a press release disclosing
the Merger and the delisting and deregistration discussed in this
Current Report. The press release is filed as Exhibit 99.1 to
this Current Report.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is furnished with this report:

Entertainment Gaming Asia Inc. Exhibit
EX-99.1 2 v469440_ex99-1.htm EXHIBIT 99.1   Exhibit 99.1         For Immediate Release   CONTACTS: Entertainment Gaming Asia Inc. Traci Mangini [email protected] 872/802-4227   Entertainment Gaming Asia Inc. Announces Completion of Short-Form Merger and Delisting from The NASDAQ Capital Market   Hong Kong,…
To view the full exhibit click here
About ENTERTAINMENT GAMING ASIA INC. (NASDAQ:EGT)

Entertainment Gaming Asia Inc. is a gaming company. The Company is engaged in slot operations, which include the ownership and leasing of electronic gaming machines (EGMs) in resorts, hotels and other venues; the design, manufacture and distribution of gaming chips and plaques, and the development of a social casino gaming platform designed for the Pan-Asian market. The Company conducts business in two operating segments: gaming operations, which includes slot participation operations, and gaming products, which consists of the design, manufacture and distribution of gaming chips and plaques. Its gaming operations consist of slot operations in Cambodia and the Philippines. Its gaming products consist of the manufacture and sale of gaming chips and plaques under its Dolphin brand and the distribution of gaming products in select markets for third-party suppliers. It identifies and develops new gaming venues, acquires EGMs, casino management systems and other gaming peripherals.