Casino Data Systems to Be Acquired by Aristocrat Leisure Limited.Business Editors LAS VEGAS--(BUSINESS WIRE)--Jan. 17, 2001 Casino Data Systems (Nasdaq:CSDS CSDS Cluster Science Data System CSDS Center for Secure and Dependable Systems CSDS Center for the Study of Democratic Societies CSDS Cardiovascular System Dynamics Society CSDS Cache Satellite Distribution System CSDS Control Speed Drive Starter ) today announced that it has entered into a definitive agreement under which Aristocrat Leisure Aristocrat Leisure Limited ASX: ALL is an Australian company, which has its administrative centre in the Sydney suburb of Lane Cove, although the majority of its research and development is done at its Rosebery site. Limited, an Australian public company, would acquire Casino Data Systems in a merger transaction. Under terms of the agreement, Casino Data Systems' common shareholders will receive cash in the amount of $9.25 per share for an aggregate share consideration of approximately $180.5 million. "We are pleased that Aristocrat has chosen to accelerate its entrance into the U.S. gaming market through the acquisition of CDS," explained Steven A. Weiss, chairman and chief executive officer of Casino Data Systems. "We believe that this transaction is a testament to the hard work and dedication of our employees and we look forward to continuing our growth as part of Aristocrat." Aristocrat chief executive, Des Randall, said: "The acquisition of CDS will greatly assist the development of Aristocrat's business in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . The two companies have complementary businesses and are a logical fit. Both sets of customers will benefit from the combination of these two leading companies in innovative and technically advanced gaming products. "We are very impressed with their casino management systems, their multi-site progressive link system and their new game products. CDS has a strong management team and a positive and complementary culture, and we look forward to their contribution as part of Aristocrat's growing international presence," continued Randall. Closing of the merger is subject to a number of conditions, including approval by the shareholders of Casino Data Systems and receipt of all necessary regulatory approvals. The merger is anticipated to close in the second half of 2001. In addition, Steve Weiss and Michael D. Rumbolz, vice chairman of Casino Data Systems, have entered into agreements under which they have agreed to vote certain of their shares in favor of the merger. Casino Data Systems was advised by Dresdner Kleinwort Dresdner Kleinwort (DKIB) is the investment bank of Dresdner Bank AG, part of Allianz since July 2001. Headquartered in London and Frankfurt and with an international network including offices in the financial centres of New York and Tokyo, Dresdner Kleinwort provides a wide range Wasserstein. Aristocrat was advised by CIBC World Markets CIBC World Markets is the investment banking division of the Canadian Imperial Bank of Commerce. It helps governments, large companies, and other large institutions obtain capital and credit and is a primary dealer in U.S. Treasury securities. . About Casino Data Systems Casino Data Systems is a leading designer, manufacturer and distributor of innovative, technology-driven products for the gaming industry. The company's diversified product line reaches into virtually all facets of the casino floor including casino management systems, games and meters, multiple-site progressive systems and casino signs. About Aristocrat Leisure Limited Aristocrat is one of the largest gaming machine See video game console. companies in the world. It is an Australian public company, founded in 1953 and listed on the Australian Stock Exchange Australian Stock Exchange (ASX) Australia's major securities market, formed when the six state stock exchanges (Adelaide, Brisbane, Hobart, Melbourne, Perth, and Sydney stock exchanges) were merged in 1987. . It pioneered video multi-line gaming machines and is a major producer of games and software for gaming venues around the world. It holds more than 100 state, territory and tribal licenses and its products are sold in more than thirty countries. Casino Data Systems will file a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. and other relevant documents concerning the proposed merger transaction with the Securities and Exchange Commission. Investors are urged to read the proxy statement when it becomes available and any other relevant documents filed with the SEC because they will contain important information. You will be able to obtain the documents free of charge at the Web site maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by Casino Data Systems free of charge by requesting them in writing from Casino Data Systems, 3300 Birtcher Drive, Las Vegas Las Vegas (läs vā`gəs), city (1990 pop. 258,295), seat of Clark co., S Nev.; inc. 1911. It is the largest city in Nevada and the center of one of the fastest-growing urban areas in the United States. , Nevada 89118, Attention: Investor Relations Investor relations The process by which the corporation communicates with its investors. , or by telephone at 702/269-5000. Casino Data Systems and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Casino Data Systems in connection with the merger. Information about the directors and executive officers of Casino Data Systems and their ownership of Casino Data Systems stock is set forth in the proxy statement for Casino Data Systems' 2000 Annual Meeting of Stockholders. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement when it becomes available. Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions. Forward-looking statements (statements which are not historical fact) in this release are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including the following: changes in economic conditions, general competitive factors, the company's ability to execute its service and product sales plans and uncertainties detailed in the company's filings with the SEC. |
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