Gaming Partners International Corporation's written communication was sent to notify NASDAQ that, on May 1, 2019, the corporation intends to direct the stock exchange to suspend trading in shares of GPIC common stock and to file a Form 25 with the US Securities and Exchange Commission upon closing of the merger between GPIC and the Japanese firm.
The Form 25 starts the formal process by which GPIC's common stock, par value $0.01 per share, will be delisted from NASDAQ and withdrawn from the reporting requirements under the Exchange Act.
Angel manufactures and supplies playing cards and card games for both the gaming industry and the retail market. Its principal business office is located in Kyoto, Japan, with manufacturing facilities in Japan and Singapore, and offices in the United States, Macau, Australia and the Philippines.
The merger had been announced in November 2018, in a press release in which the company stated the cash transaction would be valued at approximately $110 million.
Under the terms of the merger agreement with Angel, stockholders of GPIC 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 GPIC as well as the full Board. The transaction, which was also approved by the stockholders of GPIC at a special meeting of stockholders held on March 12, 2019, remains subject to the receipt of certain approvals from gaming authorities, as well as other customary closing conditions.
Upon the closing of the transaction, Angel will own 100% of GPIC. Therefore, because GPIC will become a wholly owned subsidiary of Angel after the closing, Angel and GPIC have agreed to take certain steps to delist GPIC's common stock from NASDAQ and to withdraw such shares from the reporting obligations under the Exchange Act.