you should seek you own tax advice.
36
7
OTHER MATERIAL INFORMATION
7.1
OFFERS FOR STARGAMES SECURITIES OTHER THAN
SHARES
Shuffle Master has offered to cancel all Options on issue for $1.55 per Option
less the exercise price for that particular Option.
To the extent that Options are exercisable during the Offer Period, Option
holders may choose to exercise their Options and accept the Offer made in this
Bidder's Statement in respect of the resulting Shares.
7.2
PRE BID AGREEMENT
On 15 November 2005 Shuffle Master and Stargames entered into a pre bid
agreement under which they have agreed to various matters in connection with the
Takeover Bid. The key terms of this agreement are summarised below:
(A)
AGREED BID TERMS - SHUFFLE MASTER AND
STARGAMES AGREED TO THE TERMS OF THE OFFER SET OUT IN SECTION 8 OF THIS BIDDER'S
STATEMENT AND SHUFFLE MASTER AGREED TO MAKE THE OFFER.
(B)
COST REIMBURSEMENT - THE AGREEMENT PROVIDES
FOR REIMBURSEMENT OF SHUFFLE MASTER'S COSTS IN RELATION TO THE ANNOUNCEMENT OR
MAKING THE OFFER IN THE AMOUNT OF A$1,536,000 IN THE FOLLOWING CIRCUMSTANCES
(SUBJECT TO LIMITED EXCEPTIONS):
(1)
THE DIRECTORS OF STARGAMES (OR ANY ONE OR
MORE OF THEM) MAKES A RECOMMENDATION TO STARGAMES IN FAVOUR OF A PROPOSAL OR
OFFER WITH RESPECT TO ANY TRANSACTION THAT WOULD IF COMPLETED SUBSTANTIALLY IN
ACCORDANCE WITH ITS TERMS, RESULT IN ANY PERSON
(OR GROUP OF PERSONS) OTHER
THAN SHUFFLE MASTER (OR ITS RELATED CORPORATIONS) ACQUIRING CONTROL OF STARGAMES
(A COMPETING BID);
(2)
THE DIRECTORS OF STARGAMES (OR ANY ONE OR
MORE OF THEM) FAILS TO MAKE OR WITHDRAWS A RECOMMENDATION IN FAVOUR OF THE OFFER
SUBJECT ONLY TO THE QUALIFICATIONS THAT THERE IS NO COMPETING BID AND THAT THE
RECOMMENDATION IS AND REMAINS CONSISTENT WITH THE DIRECTORS' REASONABLE EXERCISE
OF THEIR FIDUCIARY DUTIES;
(3)
A COMPETING BID IS MADE, AND THAT BIDDER
ACQUIRES A RELEVANT INTEREST IN MORE THAN 50% OF THE SHARES; OR
(4)
SHUFFLE MASTER DOES NOT ACQUIRE A RELEVANT
INTEREST IN AT LEAST 90% OF THE SHARES BY THE END OF THE OFFER PERIOD. THE
REIMBURSEMENT AMOUNT WILL NOT BE PAYABLE UNDER THIS PARAGRAPH 7.2(B)(4) IF A
CONDITION SET OUT IN PARAGRAPHS 8.7(H),8.7(J),8.7(K) OR 8.7(L) OF THE OFFER IS
NOT, OR WILL NOT BE, FULFILLED, AND NO OTHER CONDITION HAS NOT BEEN FULFILLED.
(C)
FACILITATION OF OFFER - STARGAMES AGREED TO
PROVIDE SHUFFLE MASTER WITH REASONABLE ACCESS TO SENIOR MANAGEMENT TO ASSIST
SHUFFLE MASTER TO OBTAIN INFORMATION ABOUT CURRENT DEVELOPMENTS WITHIN STARGAMES
AND TO ASSIST WITH INTEGRATION PLANNING.
37
(D)
NO SOLICITATION - STARGAMES MUST NOT SOLICIT
OR ENCOURAGE A COMPETING BID OR, UNLESS CERTAIN CONDITIONS ARE MET, TAKE PART IN
NEGOTIATIONS OR PROVIDE INFORMATION WITH RESPECT TO ANY OFFER OR PROPOSAL BY ANY
PERSON TO MAKE A COMPETING BID.
(E)
REGULATORY APPROVALS
- STARGAMES AND
SHUFFLE MASTER HAVE AGREED THAT THEY WILL USE REASONABLE ENDEAVOURS TO PERFORM
ALL ACTS AND DO ALL OTHER THINGS WITHIN ITS REASONABLE CONTROL TO OBTAIN THE
REGULATORY APPROVALS OR CONSENTS REQUIRED BY THE