Gaming Partners International has delivered a written communication to NASDAQ stating that it intends to consummate its merger with Angel Holdings on May 1, subject to satisfaction or waiver of all closing conditions.

GPI

On that date GPI intends to direct NASDAQ to suspend trading in shares of GPI common stock and to file a Form 25 with the United States Securities and Exchange Commission upon closing of the merger between GPI and Angel. 

The Form 25 starts the formal process by which GPI’s common stock, par value $0.01 per share, will be delisted from NASDAQ and withdrawn from the reporting requirements under the Exchange Act.

Under the terms of the merger agreement with Angel, stockholders of GPI will receive $13.75 in cash in exchange for their shares. The merger agreement was unanimously adopted by a special transaction committee of independent directors of the board of directors of GPI as well as the full board. 

The transaction, which was also approved by the stockholders of GPI at a special meeting of stockholders in March, remains subject to the receipt of certain approvals from gaming authorities. The transaction is also conditioned on other customary closing conditions.

Upon the closing of the transaction, Angel will own 100 per cent of GPI. Therefore, because GPI will become a wholly-owned subsidiary of Angel after the closing, Angel and GPI have agreed to take certain steps to delist GPI’s common stock from NASDAQ and to withdraw such shares from the reporting obligations under the Exchange Act.