SCIENTIFIC GAMES CORPORATION (NASDAQ:SGMS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Entry into a Material Definitive Agreement.
Proposed Reincorporation of the Company in Nevada
On September 18, 2017, Scientific Games Corporation, a Delaware corporation (the “Company” or “SGMS”), entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “reincorporation merger agreement”) with SG Nevada Merger Company, a Nevada corporation and our wholly owned subsidiary (“NewCo”), providing for the merger of the Company with and into NewCo with NewCo surviving the merger (the “Surviving Corporation”), for the sole purpose of changing the Company’s state of incorporation from Delaware to Nevada (the “reincorporation merger”).
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 thereon at a special meeting of the Company’s stockholders.
If the merger is approved by the Company’s 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 (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares canceled SCIENTIFIC GAMES CORP ExhibitEX-2.1 2 ex2-1.htm AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”),…To view the full exhibit click here
About SCIENTIFIC GAMES CORPORATION (NASDAQ:SGMS)
Scientific Games Corporation is a developer of technology-based products and services, and associated content for the gaming, lottery and interactive gaming industries. The Company operates through three segments: Gaming, Lottery and Interactive. The Company’s portfolio includes gaming machines and game content, casino management systems, table game products and services, instant and draw-based lottery games, server-based gaming and lottery systems, sports betting technology, lottery content and services, loyalty and rewards programs, interactive gaming and social casino solutions. Its Gaming segment’s activities include supplying gaming machines, video lottery terminals (VLTs), conversion kits, automatic card shufflers. Its Lottery segment’s activities include designing, printing and selling instant lottery games. The Company’s Interactive business segment includes social (non-wagering) gaming and interactive real-money gaming (RMG).
