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Institutional Investors To Buy 34.9% Stake In Scientific Games From MacAndrews & Forbes At $28/Shr

Scientific Games Corp. (SGMS) announced Monday that a number of long-term institutional investors, including highly credentialed gaming industry investor Caledonia, have reached agreement to acquire a 34.9% stake in Scientific Games from MacAndrews & Forbes Inc. at a price of $28.00 per share.

In connection with the transaction, Scientific Games is implementing a series of governance changes and enhancements, including refreshment of its Board of Directors and termination of the Stockholders Agreement with MacAndrews & Forbes, to reflect its new investor base and continue to position the Company for growth and value creation.

The refreshed board, comprising majority of independent directors, will oversee and help to implement transformative strategies to optimize business portfolio and shareholder value. Jamie Odell and Toni Korsanos, respected gaming industry leaders to become new Executive Chair and Executive Vice Chair, respectively.

Upon completion of the transaction, the Stockholders Agreement with MacAndrews & Forbes will be terminated and all rights held by MacAndrews & Forbes, other than registration rights, will no longer be in effect. This includes any rights to appoint directors to the Scientific Games Board.

The transaction between the investing parties and MacAndrews & Forbes is expected to be executed in multiple tranches after which no investor is expected to beneficially own more than 9.9% of the outstanding shares of Scientific Games.

The transaction is expected to be fully completed over the next several weeks. The changes to the Scientific Games Board become effective upon the first tranche sale, to be completed today.

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