PlayAGS, Incorporated (NYSE: AGS) (“AGS” or the “Company”), a global gaming supplier of high-performing slot, table, and interactive products, today announced that it has signed a definitive agreement to be acquired by affiliates of Brightstar Capital Partners (“Brightstar”), a middle market private equity firm focused on investing in industrial, manufacturing, and services businesses.

The Company’s Board of Directors has unanimously approved, and recommended that the Company’s stockholders approve, the agreement. AGS shareholders will receive $12.50 per share in cash. The per share purchase price represents a 41% premium to the Company’s volume-weighted average share price over the last 90 days and a 40% premium to AGS’ closing price on May 8, 2024.

AGS is a global company focused on creating a diverse mix of entertaining gaming experiences for every kind of player. Powered by high-performing slot products, an expansive table products portfolio, and highly rated online casino content, the Company believes it offers an unmatched value proposition for its casino partners.

“We are very pleased to reach this agreement, which we believe provides our stockholders with compelling, certain cash value. Joining forces with Brightstar represents an exciting new chapter for AGS and our mission to provide exceptional gaming solutions for our operator partners,” said David Lopez, CEO & President of AGS. “With Brightstar’s resources and strategic guidance, we believe AGS will be well-positioned to make targeted investments in R&D, top talent, operations, and industry-leading innovation, which should accelerate our global footprint.”

“We look forward to working with David and the AGS team to capitalize on opportunities by taking a long-term approach to creating value,” said Andrew Weinberg, Founder & CEO of Brightstar. “AGS has a strong pipeline of new products, and we believe the Company’s innovative approach to game development provides significant potential for continued growth.”

“We have been impressed by AGS’ award-winning products, differentiated culture, and outstanding reputation in this expanding industry,” said Roger Bulloch, Partner at Brightstar. “We trust that partnering with AGS and executing on our shared vision can accelerate the Company’s ability to create even greater value for its customers and players around the world.”

Macquarie Capital is serving as financial advisor and Cooley LLP is serving as legal counsel to AGS. Jefferies LLC is serving as lead financial advisor to Brightstar. Barclays and Citizens JMP Securities are also serving as financial advisors to Brightstar. Kirkland & Ellis LLP is serving as legal counsel to Brightstar.

First Quarter 2024 Financial Results

In light of the proposed transaction, AGS has canceled its previously announced conference call to discuss its first quarter 2024 financial results, which had been scheduled for Thursday, May 9, 2024, at 5:00 p.m. EDT. Additionally, AGS will not be issuing a quarterly earnings release. The Company expects to file its 10-Q for the quarter ended March 31, 2024 with the SEC later today.

Timing and Approvals

The proposed transaction, which is expected to close in the second half of 2025 is subject to customary closing conditions, including the receipt of regulatory approvals and approval by a majority of AGS stockholders. Upon completion of the transaction, AGS will become a privately held company and shares of AGS common stock will no longer be listed on any public market.

The European Casino Association (ECA) which represents the interests of 700 casinos with over 60,000 employees in 29 countries is preparing for what it anticipates will be a record attendance of casino industry professionals when ICE 2025 launches in Barcelona (20 – 22 January).

ECA Secretary General Hermann Pamminger, who has worked in the industry since joining Casinos Austria International in 1991 confirmed the growing sense of anticipation surrounding the relocation to Barcelona. He stated: “Whether it has been held at London Olympia, Earls Court London or most recently ExCeL London,  ICE has served the industry superbly well with ECA members contributing  to the show’s success story helping it to achieve its status as the world-leading business event for the global industry.

“2025 will be the first time that ICE and its predecessor ATE will have been staged outside the UK since launching nine decades ago and the momentous decision to relocate to a new and much bigger venue in an exciting vibrant city on mainland Europe has captured the imagination of the ECA and its members.

“The ECA’s elected Board of Directors which consists of senior and experienced representatives of the European licensed and land-based casino industry is planning the presence in Barcelona in line with our core aims to address and promote issues related to casino operations and increase awareness of the industry amongst EU policy makers and stakeholders.

“The feedback that we are receiving from ECA members who are based in 29 countries suggest that more casino industry executives than ever before will be at ICE meeting with colleagues, participating in the world-leading content programme and being inspired by the innovations presented by the largest collection of exhibitors, curated for all sectors and verticals of the industry. This includes our UK members who are excited to explore this new location to engage with the wider European industry.

“I believe that the move to Barcelona will accelerate the number of casino executives and buyers from across Europe attending. Every successful brand needs to evolve and  the relocation will dawn a new era of opportunity for Europe’s land-based casino industry. ICE 2025 promises to be a landmark celebration and the excitement amongst our members is palpable. We are also looking to maintain and possibly increase the number of our formal meetings and events that take place during ‘ICE’ week such as our Board Meeting and General Assembly as well as the traditional CEO dinner – to cater to this increased need”

The first edition of ICE to be held outside the UK will feature a record 1,000 exhibitors comprising world leading innovators representing every sector and from every jurisdiction. ICE and the co-located iGB Affiliate – which will occupy 120,000 square metres of The Gran Via, Barcelona compared to the 100,000 sqm used in London – connect the entire global industry and provide access to the very latest cutting-edge innovations, technological solutions, regulatory updates, and insights which assist entrepreneurial businesses to enter new jurisdictions and build market share. The Convention Centre which is located in Hall 8 comprises a modular and versatile space with seating for between 3,000 and 12,000 people.

Zitro has made its mark at the Feria Internacional del Juego de Madrid (FIJMA 24), presenting an exciting range of products designed to captivate Spanish players. Under the slogan “Each Game, A Story”, Zitro has once again demonstrated its commitment to excellence in the gaming industry in Spain.

At the recent edition of the Madrid show, Zitro once again surprised attendees with a large display of games. Up to 13 new slot titles were presented, with mechanics never seen before by players in Spanish gaming halls, all compatible with the Mega y Más system.

Among the most outstanding products presented by Zitro at the Madrid Show was Fu Frog, a captivating title for the Allure Glare cabinet, which leaps onto the scene with up to 7 bonus links. These are powered by a trio of exclusive features, each represented by three colored frogs: the green frog multiplies prizes, the orange one doubles the bonus, and the yellow one grants extra lives.

Epic Kingdom, showcased brightly on the Altius Glare cabinet, features an innovative “3-level Link” bonus. As link symbols appear, players will unlock three extra levels of thrilling gameplay on the bonus screen, until reaching the Mega Zone, where they can win the MEGA jackpot with just one symbol.

Another of Zitro’s stars at the show was Energy Link, presented on the Fusion Glare cabinet, and featuring up to 4 different bonus links, Energy Link is the perfect evolution of Zitro’s popular games, Link King and Link Me, which are well-known to Spanish players and operators, including the player favorite, Link Up feature, allowing them to enhance each of the bonus links by raising their bet.

Games such as Billy the Pig, which features a super dynamic bonus never seen before in Spanish gaming halls, and many other games such as Drum Dynasty, Epic Empires, Boost Link King, or Boost Link Me also stood out at the show.

As for video bingo, a market segment in which the company is the leader, Zitro has showcased a variety of new and captivating titles, such as The Great Wealth or Fratelli Pizza, which feature free games, as well as Stravaganzza Da Vinci and Stravaganzza Double Bonus, which significantly enhance access to the bonus rounds in these popular games.

In addition, Zitro is taking a step forward in its online gaming universe with a diverse range of Zitro Digital games, adapting the company’s most successful games to the Digital market and including new and improved tools and features that will captivate players.

Zitro’s founder, Johnny Ortiz, stated: “We are thrilled to share our latest gaming products for the Spanish market. Fu Frog has undeniably stolen the spotlight at the show and is already a sure bet. Our award-winning portfolio boasts innovative game mechanics, recognized, across the globe, from America to Europe, and delivers fantastic results in Spanish gaming halls where they’ve already been installed. We do not doubt that these new additions, alongside upcoming releases this year, will redefine the entertainment landscape in Spain and set the bar for future trends.”

Manuela Jiménez, Zitro’s vice president, also stated: “We would like to thank everyone who visited our booth at the Madrid show. The support from customers, authorities, and visitors alike is fundamental for us, and it drives us to continue innovating and offering high-quality gaming experiences”.

Mirroring the excitement, Zitro’s Commercial Director, Vicente Fernández, expressed his satisfaction with the customer response. “The feedback we’ve received at the show has been exceptional,” he remarked. “The strong interest from operators and players highlights our games’ impact on the market”.