Gaming Partners International : Official notification of matters relating to a merger or acquisition

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FORM DEFM14A

Gaming Partners International CORP - GPIC

Filed: February 05, 2019 (period: )

Official notification of matters relating to a merger or acquisition

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant Check the appropriate box:

☒ ☐

• ☐ Preliminary Proxy Statement

• ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• ☒ Definitive Proxy Statement

• ☐ Definitive Additional Materials

• ☐ Soliciting Material under §240.14a-12

GAMING PARTNERS INTERNATIONAL CORPORATION

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• ☐ No fee required.

• ☒ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

  • (1) Title of each class of securities to which transaction applies:

    Common stock, par value $0.01 per share, of Gaming Partners International Corporation

  • (2) Aggregate number of securities to which transaction applies: 8,315,844 shares of common stock, which consist of: (A) 8,085,594 shares of common stock issued and outstanding as of December 28, 2018; and (B) 230,250 shares of common stock underlying options to purchase shares of common stock outstanding as of December 28, 2018 with an exercise price below $13.75.

  • (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

    In accordance with Exchange Act Rule 0-11, the filing fee was determined by multiplying 0.0001212 by the underlying value of the transaction of $112,420,268, which has been calculated as the sum of: (A) the product of 8,085,594 shares of common stock issued and outstanding as of December 28, 2018 and the merger consideration of $13.75 per share; plus (B) the product of: (i) 230,250 shares of common stock underlying options to purchase shares of common stock outstanding as of December 28, 2018 with an exercise price below $13.75 and (ii) the difference between $13.75 per share and the weighted-average exercise price of such options of $8.35 per share.

  • (4) Proposed maximum aggregate value of transaction: $112,420,268

  • (5) Total fee paid: $13,625.34

• ☒ Fee paid previously with preliminary materials.

• ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

  (1) Amount Previously Paid:

  • (2) Form, Schedule or Registration Statement No.:

  • (3) Filing Party:

  • (4) Date Filed:

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GAMING PARTNERS INTERNATIONAL CORPORATION

3945 West Cheyenne Avenue, Suite 208

North Las Vegas, Nevada 89032

(702) 384-2425

MERGER PROPOSAL - YOUR VOTE IS VERY IMPORTANT

February 5, 2019​

Dear Stockholder:

We cordially invite you to attend a special meeting of stockholders of Gaming Partners International Corporation, a Nevada corporation, which we refer to as "GPIC," the "Company," "we," "us" or "our" in the accompanying proxy statement, to be held on March 12, 2019 at 10:00 a.m. local time, at the Aliante Hotel located at 7300 North Aliante Parkway, North Las Vegas, Nevada 89084.

On November 27, 2018, we entered into an agreement and plan of merger, which, as it may be amended from time to time, we refer to as the "merger agreement," with Angel Holdings Godo Kaisha, a company organized under the laws of Japan, which we refer to as "Angel" in the accompanying proxy statement, and AGL Nevada Corporation, a Nevada corporation and a wholly owned subsidiary of Angel, which we refer to as "Merger Sub" in the accompanying proxy statement. Pursuant to the terms of the merger agreement, Merger Sub will merge with and into GPIC, which we refer to as the "merger" in the accompanying proxy statement, with GPIC continuing as the surviving corporation and becoming a wholly owned subsidiary of Angel. If the merger is completed, you will not own any shares of the surviving corporation. At the special meeting, we will ask you to consider and vote upon a proposal to approve the merger agreement by and among GPIC, Angel and Merger Sub, thereby approving the merger, and certain other matters as set forth in the stockholder notice and the accompanying proxy statement.

If the merger is completed, you will be entitled to receive $13.75 in cash, without interest and less any applicable withholding taxes, for each share of GPIC common stock you own at the effective time of the merger.

The receipt of cash in exchange for shares of our common stock in the merger will generally be a taxable transaction to "U.S. holders" for U.S. federal income tax purposes. See the section entitled "Proposal 1: Approval of the Merger Agreement - Material U.S. Federal Income Tax Consequences of the Merger for U.S. Holders" beginning on page 53 of the accompanying proxy statement for additional information.

The approval of the holders of a majority of the outstanding shares of our common stock, par value $0.01 per share, which we refer to as the "GPIC common stock" or "our common stock" in the accompanying proxy statement, entitled to vote is required to approve the merger agreement, thereby approving the merger.

A special transaction committee comprised of independent members of our board of directors, which we refer to as the "special transaction committee" throughout the accompanying proxy statement, monitored the negotiation of, and carefully reviewed and considered the terms and conditions of, the merger agreement and the transactions contemplated by the merger agreement. The special transaction committee has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and fair to and in the best interests of GPIC and its stockholders. The special transaction committee also recommended that our board of directors adopt the merger agreement, and recommends that our stockholders approve the merger agreement. Our board of directors has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and fair to and in the best interests of GPIC and its stockholders, and unanimously adopted the merger agreement and the transactions contemplated thereby, including the merger. Our board of directors made its determination based in part on the unanimous recommendation of a special transaction committee and after consultation with independent legal and financial advisors, and in part after consideration of a number of other material factors as described in the accompanying proxy statement.

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The special transaction committee unanimously recommends and the GPIC board of directors also unanimously recommends (after having received the unanimous recommendation of the special transaction committee) that you vote:

• • "FOR" the approval of the merger agreement, thereby approving the transactions contemplated thereby, including the merger; and

• • "FOR" the proposal to approve the adjournment of the special meeting if necessary or appropriate in the view of the

  GPIC board of directors to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement.

In connection with the merger agreement, on November 27, 2018, two GPIC stockholders, Holding Wilson, S.A. and Elisabeth Carretté, entered into a voting agreement with Angel, which we refer to as the "voting agreement" in the accompanying proxy statement, pursuant to which both agreed, among other things, to vote their shares of GPIC common stock in favor of the proposal to approve the merger agreement. Accordingly, because Holding Wilson, S.A. and Mrs. Carretté collectively own approximately 50.31% of the outstanding shares of GPIC common stock, so long as each remains obligated under the terms of the voting agreement, the merger agreement will be approved at the special meeting. The terms of the voting agreement are described in more detail under the section entitled "The Voting Agreement" beginning on page 80 of the accompanying proxy statement.

The accompanying proxy statement provides you with detailed information about the merger agreement, the merger and the voting agreement and provides specific information regarding the special meeting. A copy of the merger agreement is included as Annex A to the proxy statement and a copy of the voting agreement is included as Annex B to the proxy statement. You can also obtain other information about GPIC from documents that we have filed with the Securities and Exchange Commission. The proxy statement also describes the actions and determinations of the special transaction committee and our board of directors in connection with its evaluation of the merger agreement and the merger. We urge you to read the accompanying proxy statement, including any documents incorporated by reference, and the Annexes carefully and in their entirety.

Your vote is very important to us regardless of the number of shares of GPIC common stock you own. The merger cannot be completed unless the holders of a majority of the outstanding shares of GPIC common stock vote in favor of the approval of the merger agreement. If your shares of GPIC common stock are held in an account at a broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote in accordance with the voting instruction card furnished by your broker, bank or other nominee. If you fail to vote on the merger agreement or fail to instruct your broker, bank or other nominee on how to vote, the effect will be the same as a vote against the approval of the merger agreement.We greatly appreciate your cooperation in voting your shares. The enclosed proxy card contains instructions regarding voting. Whether or not you plan to attend the special meeting, we request that you authorize your proxy by completing and returning the enclosed proxy card. You may also submit a proxy by using a toll-free number or the Internet. We have provided instructions on the proxy card for using these convenient services. Submitting a proxy will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting.

If you have any questions about the special meeting or the merger after reading the proxy statement, you may contact Morrow Sodali LLC, our proxy solicitor, toll free at (800) 662-5200 or by E-mail atGPIC.info@morrowsodali.com.

On behalf of the GPIC board of directors, we thank you for your support of Gaming Partners International Corporation and appreciate your consideration of this matter.

/s/ Alain Thieffry

Alain Thieffry

Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Chairperson of the Board

The proxy statement is dated February 5, 2019 and it and the enclosed proxy card are first being mailed to stockholders on or about February 5, 2019.

This transaction has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of this transaction or upon the adequacy or accuracy of the information contained in the proxy statement. Any representation to the contrary is a criminal offense.

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GAMING PARTNERS INTERNATIONAL CORPORATION

3945 West Cheyenne Avenue, Suite 208

North Las Vegas, Nevada 89032

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On March 12, 2019

To the Stockholders of Gaming Partners International Corporation:

Notice is hereby given that a special meeting of the stockholders of Gaming Partners International Corporation, which we refer to as "GPIC" in the accompanying proxy statement, will be held on March 12, 2019, at 10:00 a.m. local time, at the Aliante Hotel located at 7300 North Aliante Parkway, North Las Vegas, Nevada

• 89084 for the following purposes:

• 1. Approval of the Merger Agreement. To consider and vote upon a proposal to approve the Agreement and Plan of Merger, as it may be amended from time to time, which we refer to as the "merger agreement" in the accompanying proxy statement, dated as of February 5, 2019, by and among Angel Holdings Godo Kaisha, a company organized under the laws of Japan, which we refer to as "Angel" in the accompanying proxy statement, AGL Nevada Corporation, a Nevada corporation and a wholly owned subsidiary of Angel, which we refer to as "Merger Sub" in the accompanying proxy statement, and GPIC, which provides for the merger of Merger Sub with and into GPIC, with GPIC continuing as the surviving corporation, which we refer to as the "merger" in the accompanying proxy statement, and the conversion in the merger of each share of GPIC common stock (as defined below), other than the shares of GPIC common stock owned by GPIC, any of GPIC's wholly owned subsidiaries, Angel, Merger Sub or any other wholly owned subsidiary of Angel (which shares we refer to collectively as the "excluded shares" in the accompanying proxy statement) and options to purchase shares of GPIC (the treatment of which is described under the section entitled "Terms of the Merger Agreement - Treatment of Stock Options and Stock Appreciation Rights" beginning on page 57 of the accompanying proxy statement), into the right to receive $13.75 in cash, without interest and less any applicable withholding taxes. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement. Each share of stock of Merger Sub will be converted into one fully paid share of common stock, par value $0.01 per share, of the surviving corporation upon consummation of the merger, such that the surviving corporation will become a wholly owned subsidiary of Angel.

• 2. Adjournment or Postponement of the Special Meeting. To consider and vote upon a proposal to approve the adjournment of the special meeting if necessary or appropriate in the view of the GPIC board of directors to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement, which we refer to as the "adjournment proposal" in the accompanying proxy statement.

Only stockholders of record of our common stock, par value $0.01 per share, which we refer to as the "GPIC common stock" or "our common stock" in the accompanying proxy statement, at the close of business on February 1, 2019, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting or any adjournments or postponements thereof.