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SGR represents Scientific Games in Tender Offer and Acquisition of MDI
Smith, Gambrell & Russell, LLP represented Scientific Games International, Inc. in connection with its $18.5 million acquisition of MDI Entertainment, Inc., a U.S. public company providing licensed popular culture products and prize fulfillment services to the lottery industry. Scientific Games International, Inc. is a principal operating subsidiary of Scientific Games Corporation, the leading worldwide integrated supplier of instant tickets, systems, and services to lotteries, whose stock is listed on the New York Stock Exchange.
SGR represented Scientific Games throughout its efforts to acquire MDI. The acquisition ultimately was effected by a combination of a privately negotiated stock purchase, a cash tender offer, and a short form merger. The transaction involved the negotiation of an original merger agreement in connection with a terminated merger; a second merger agreement in connection with the tender offer for MDI’s common stock; a stock purchase agreement with MDI’s founder and principal stockholder; and other ancillary agreements, including employment and severance benefits agreements, a non-competition agreement and licensor consents. SGR also represented Scientific Games in the tender offer, including preparation of the offer to purchase and various filings with the SEC, both in connection with the tender offer and the subsequent termination of MDI’s status as a public company.
The SGR team assembled for this transaction included: Tim Elder and John Saunders, who handled corporate, securities, employment, licensing ; and tender offer-related matters with support from Chris Bowers and other SGR attorneys.