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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-12
CASINO DATA SYSTEMS
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(Name of Registrant as Specified In Its Charter)
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For Further Information:
CASINO DATA SYSTEMS COFFIN COMMUNICATIONS GROUP
3300 Birtcher Drive 15300 Ventura Blvd., Suite 303
Las Vegas, NV 89118 Sherman Oaks, CA 91403
(702)-269-5031 (818)-789-0100
Contact: Ron Rowan, CFO Contact: Sean Collins, Vice President
Chris Chan, Account Executive
FOR IMMEDIATE RELEASE:
CASINO DATA SYSTEMS TO BE ACQUIRED BY
ARISTOCRAT LEISURE LIMITED
LAS VEGAS, Nevada, January 17, 2001 - Casino Data Systems (NASDAQ: CSDS) today
announced that it has entered into a definitive agreement under which Aristocrat
Leisure 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, Mr. Des Randall, said "The acquisition of CDS will
greatly assist the development of Aristocrat's business in the United States.
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."
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 Wasserstein. Aristocrat
was advised by CIBC World Markets.
About Casino Data Systems:
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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 companies in the world. It is an
Australian public company, founded in 1953 and listed on the Australian Stock
Exchange. It pioneered video multi-line gaming machines and is a major producer
of games and software for gaming venues around the world. It holds over 100
state, territory and tribal licenses and its products are sold in more than
thirty countries.
Casino Data Systems will file a proxy statement and other relevant documents
concerning the proposed merger transaction with the SEC. 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 website
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, Nevada 89118,
Attention: Investor Relations, 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 provisions of the Private
Securities Litigation Reform Act 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 Securities and Exchange
Commission.
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