PlayAGS, Inc. is set to hold a special meeting of stockholders to vote on a proposed merger with entities owned by funds managed by affiliates of Brightstar Capital Partners, specifically Bingo Holdings I, LLC and Bingo Merger Sub, Inc. The virtual meeting is scheduled for 2024, with the exact date to be announced, and will be accessible via live audio webcast. The merger, pending stockholder approval and other closing conditions, involves PlayAGS being acquired by Bingo Holdings I, LLC, with PlayAGS continuing as the surviving corporation and a wholly-owned subsidiary. Stockholders of PlayAGS will receive $12.50 in cash for each share of common stock, a 45.3% premium over the closing price before the agreement announcement. The PlayAGS board has unanimously recommended that...Show More

PlayAGS, Inc. is set to hold a special meeting of stockholders to vote on a proposed merger with entities owned by funds managed by affiliates of Brightstar Capital Partners, specifically Bingo Holdings I, LLC and Bingo Merger Sub, Inc. The virtual meeting is scheduled for 2024, with the exact date to be announced, and will be accessible via live audio webcast. The merger, pending stockholder approval and other closing conditions, involves PlayAGS being acquired by Bingo Holdings I, LLC, with PlayAGS continuing as the surviving corporation and a wholly-owned subsidiary. Stockholders of PlayAGS will receive $12.50 in cash for each share of common stock, a 45.3% premium over the closing price before the agreement announcement. The PlayAGS board has unanimously recommended that stockholders vote in favor of the merger. The transaction includes provisions for converting outstanding equity awards into cash rights, maintaining indemnification rights for directors and officers, and is backed by debt and equity financing commitments, thus not contingent on financing. Regulatory approvals, including antitrust and gaming clearances, are required. The merger agreement specifies termination fees for certain conditions and states that stockholders will not have dissenter's rights. Additional voting items include executive compensation related to the merger and the potential adjournment of the meeting if necessary. Significant shareholders as of June 3, 2024, include ArrowMark Colorado Holdings, LLC, BlackRock, Inc., The Vanguard Group, and directors and executive officers of PlayAGS. If the merger proceeds, PlayAGS will no longer have public stockholders or public stockholder meetings. Stockholder proposals for the 2025 meeting must be submitted by January 6, 2025. The company is delivering proxy materials to stockholders and has engaged D.F. King & Co., Inc. to assist with proxy solicitation. All information regarding the merger is contained in the proxy statement and its annexes, available on the SEC website and PlayAGS's investor relations page.