Zona de Azar USA – Scientific Games Corporation Announces Proposed Reincorporation into Nevada

USA.- September 20, 2017 www.zonadeazar.com Scientific Games Corporation (NASDAQ: SGMS) (“Scientific Games” or the “Company”) today announced that it has entered into an Agreement and Plan of Merger (the “reincorporation merger agreement”) with SG Nevada Merger Company, a Nevada corporation and our wholly owned subsidiary (“SG Nevada”), providing for the merger of the Company with and into SG Nevada with SG Nevada 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 issued and outstanding immediately prior to the Effective Time will be converted (without the surrender of stock certificates or any other action by SG Nevada, the Company or the Company’s stockholders) into one fully paid and non-assessable share of common stock, par value $0.001, of the Surviving Corporation.

The reincorporation merger will not result in any change in the Company’s name, headquarters, business, management, location of offices, assets, liabilities or net worth, other than as a result of the costs incident to the reincorporation merger.  Our management, including all directors and officers, immediately prior to the reincorporation merger will remain the same following the reincorporation merger and will assume identical positions with the Surviving Corporation.

Editó: @_fonta   www.zonadeazar.com