IGT Urges Shareholders to Vote for IGT's Experienced Director Nominees
LAS VEGAS, Jan. 14, 2013
LAS VEGAS, Jan. 14, 2013 /PRNewswire/ -- The Board of Directors of
International Game Technology (NYSE: IGT) ("IGT" or "the Company") today sent
a letter to shareholders in connection with the Company's 2013 Annual Meeting
In the letter, the Board reviews IGT's track record of strong performance,
value creation and commitment to corporate governance. The Board recommends
that shareholders vote FOR IGT's eight highly qualified and experienced
directors on the WHITE proxy card, and reject the three candidates nominated
by Ader Investment Management LP, on behalf of former IGT Chairman and CEO
Charles N. Mathewson.
The full text of the IGT Board's letter is below.
Dear Fellow Shareholders:
Over the past three years, IGT's Board of Directors and management team have
successfully charted a course for the Company that is both strategically and
financially sound. As a result, IGT's financial performance has improved, and
significant capital has been returned directly to shareholders. Today, the
Company is positioned for sustained growth through continued investment in its
core electronic gaming business and disciplined investments in related
business opportunities and new markets.
In connection with the upcoming Annual Meeting of Shareholders, you will face
an important decision about the future of your investment in the Company. Ader
Investment Management LP, on behalf of former IGT Chairman and CEO Charles N.
Mathewson and Richard H. Pickup, a longtime associate of Mr. Mathewson, has
nominated three directors for election to the Company's Board at the 2013
Annual Meeting. The Mathewson Group has indicated that it has beneficial
ownership of approximately 3% of total IGT shares and intends to nominate Mr.
Mathewson and two others.
Your Board comprises eight highly qualified and experienced directors – Paget
L. Alves, Janice Chaffin, Greg Creed, Patti S. Hart, Robert J. Miller, David
E. Roberson, Vincent L. Sadusky and Philip G. Satre. In the coming weeks, you
will receive the Company's proxy materials, including a WHITE proxy card. The
IGT Board recommends that you vote FOR all of IGT's directors on the WHITE
proxy card in advance of the Company's 2013 Annual Meeting.
The Board and management team remain confident that the continued execution of
the IGT growth strategy will create significant shareholder value.
IGT's Financial Performance is Strong and Continues to Improve
Under this management team, IGT is delivering the strong and improving
financial results that the Board expects from the successful execution of its
oIn 2012, IGT increased total revenues by more than 10% to over $2.1
billion and grew adjusted earnings per share from continuing operations by
12% to $1.04.^1
oIGT's fourth quarter 2012 revenues were the highest in four years, and
North American machine sales revenues were the highest in eight years.
oThe Company's North American ship share is currently at 37%, its highest
level since 2008.
oIGT maintains its industry leadership, holding a 31% revenue share in an
oIn 2013, the Company expects to build on this momentum and to deliver its
FOURTH consecutive year of double-digit growth in adjusted earnings per
share from continuing operations.
IGT is an Innovative Industry Leader, Shaping the Future of Gaming
IGT is building upon its thirty-year tradition of leading innovation and
reimagining the gaming experience. From the casino floor to the internet to
mobile devices, IGT is propelling the evolution of gaming.
oIGT is using its expertise, content and vision to innovate and deliver
industry-altering firsts for its core business, developing technologies
oElevate our core gaming experience (MLD, SoundSync, Joy Stick play
and Center Stage); and
oEnhance operators' management and delivery systems (sbX, Cloud, and
Advantage System enhancements).
oIGT also advanced its position as an innovator and leader in online social
casino gaming with the acquisition of Double Down Interactive LLC. Double
Down provides IGT with an industry-leading position in the rapidly growing
online social casino market and will enable IGT to leverage its unrivaled
content library across multiple platforms to anyone, anytime and anywhere.
IGT Takes a Balanced Approach to Investing in its Business and Returning
Capital to Shareholders
Since 2009, the Company has prudently allocated capital to drive growth and
return capital to shareholders.
oIGT has invested nearly $800 million on Research and Development, the
largest such investment in the industry.
oIGT has strategically deployed $750 million in capital to enhance its core
electronic gaming machine business.
oIGT has strategically invested $350 million for growth in new businesses
oOver the last three years, IGT has returned more than $860 million of
capital to shareholders. In fiscal 2012 alone, IGT returned $546 million
in cash to shareholders, and an additional $600 million remains available
under the Company's current share repurchase authorization.
IGT's Board Is Acting in the Best Interests of All Shareholders
IGT's highly experienced eight-member Board is committed to strong corporate
governance and is open to communications with shareholders.
oIGT's Nominating and Corporate Governance Committee regularly reviews the
representation of relevant skills and experience on the Board and
considers new, qualified candidates in this regard. As a result, the
Company has substantially reconstituted its eight-member Board, adding six
new independent directors over the last five years.
oIGT's seven independent directors have considerable public company
experience and a wide range of views and backgrounds, encompassing, among
other fields, the gaming industry, the financial sector, consumer sales
and marketing, technology and compliance.
oThe Company is committed to, and has implemented, leading corporate
IGT Has a Strong Strategy to Take the Company Forward – Do Not Allow Mr.
Mathewson to Take Us Backward
The Company believes that its strategy is the right one to propel IGT into the
future and that the election of Mr. Mathewson and his associates would be a
step in the wrong direction. Shareholders should consider the facts about Mr.
oSince Mr. Mathewson last served as CEO, the industry and technology have
changed dramatically. Mr. Mathewson has advocated a return to a dated
business model that does not reflect the changes in gaming trends,
technologies, customer demand and industry dynamics of the last ten years.
oAs Chairman in 2003, Mr. Mathewson maintained his influence over the
operations of the Company by handpicking Thomas J. "T.J." Matthews as CEO
and by maintaining a suite of offices at the corporate headquarters for
himself and his personal legal and financial advisors.
oWith Mr. Mathewson's support, Mr. Matthews implemented a flawed product
and acquisition strategy, and failed to address an unsustainable cost
structure, even in the face of the greatest industry downturn on record.
As a result of these actions, IGT's performance from 2004 through 2009
declined precipitously, as evidenced by a:
o15% decrease in total revenues
o56% decrease in operating income
o48% decrease in operating income margins
o44% decline in North American ship share
oDecrease of over 60,000 units shipped annually
o42% decline in gaming operations yield
o26% decline in revenue per employee
oMr. Mathewson's influence and Mr. Matthews' failed strategies wiped out
over $6.6 billion or 70% of IGT's market capitalization, leading to the
resignation of Mr. Matthews in 2009.
oIn 2010, with an eye towards enhancing corporate governance, the Board
declined to re-nominate Mr. Mathewson's son, Robert, for the slate of
directors to stand for election at the 2011 Annual Meeting of
Shareholders. The Board also rejected Mr. Mathewson's repeated requests
for reimbursement of personal expenses and terminated all perquisites.
oLastly, contrary to Mr. Mathewson's recent statements, he does not qualify
to serve as an independent Board member under the New York Stock Exchange
rules, as he was an employee of IGT through September 16, 2010.
The Remaining Two Mathewson Group Nominees Would Not Be Additive to the Board
and Should Be Rejected
The Board believes that the other two candidates the Mathewson Group intends
to nominate – Raymond J. Brooks and Daniel B. Silvers – would negatively
impact the strength of IGT's Board. IGT believes that the nominees do not
offer diversity or experience, nor do they offer any unique or necessary
skills that are not already present on the Board.
oMr. Brooks' career as a distressed investor and turnaround manager is not
relevant to IGT's current financial health and growth outlook.
oMr. Brooks has no relevant industry experience or public company
oHis senior management credentials are limited to his role as CEO at
two small, private financial services companies, both in distressed
oMr. Silvers has no relevant operating or management experience in the
oMr. Silvers has less than five years of experience as a board member,
including only two years at India Hospitality Corp., an Ader-led
public company that was delisted in March 2012, and only two years at
Universal Health Services, Inc.
oMr. Silvers has no executive management experience other than serving
under the direction and supervision of Mr. Ader at:
oAder Investment Management, a small asset management firm.
oHCCP Manager LLC, a small merchant bank focused on real estate
and the consumer sector.
oWestern Liberty Bancorp, a small regional bank holding company.
oMr. Silvers' experience is not relevant, and his employment by Mr.
Ader could inappropriately influence him as a member of the Board of
Mr. Ader's Confusing Statements Demonstrate a Lack of Credibility
The IGT Board strongly believes that the Mathewson Group and Mr. Ader seek to
advance an agenda that would not be in the best interests of all IGT
Furthermore, we find Mr. Ader's recent actions questionable. As disclosed in
Mr. Ader's own filings, on December 20, 2012 IGT received his Notice of Intent
to Nominate in which Mr. Ader stated that he would nominate himself and the
other three nominees of the Mathewson Group. Two weeks later, Mr. Ader updated
his Notice with additional information about himself. Then, on January 10,
2013, Mr. Ader further updated his Notice, withdrawing his name from his
proposed slate of nominees. The following day, in a public statement Mr. Ader
denied his withdrawal, but then confirmed his withdrawal in his preliminary
proxy filing with the SEC. We believe these actions demonstrate that Mr. Ader
and the Mathewson Group lack credibility and are not suitable to represent
The Board Believes Its Directors are Best Equipped to Protect and Grow Your
Investment in IGT
The IGT Board is focused on the future. The Company is executing its strategy,
meeting its financial objectives and positioning itself for long-term industry
leadership and profitability. IGT's highly experienced, engaged and
independent Board is acting in the best interests of all shareholders. In
conclusion, the IGT Board recommends that you vote FOR all of IGT's directors
on the WHITE proxy card in advance of the Company's 2013 Annual Meeting.
On behalf of the International Game Technology Board of Directors:
Philip G. Satre, Chairman of the Board
Patti S. Hart, Chief Executive Officer
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International Game Technology(NYSE: IGT) is a global leader in casino gaming
entertainment and continues to transform the industry by translating casino
player experiences to social, mobile and interactive environments for
regulated markets around the world. IGT's recent acquisition of DoubleDown
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This document contains forward-looking statements that involve risks and
uncertainties. These statements include our expected future financial and
operational performance and our strategic and operational plans. Actual
results may differ materially from the results predicted, and reported results
should not be considered an indication of future performance. The potential
risks and uncertainties that could cause actual results to differ from the
results predicted include, among others, general economic conditions and
changes in economic conditions affecting the gaming industry; difficulties or
delays in obtaining or maintaining necessary licenses or approvals; slow
growth in the number of new gaming jurisdictions or new casinos or the rate of
replacement of existing gaming machines; changes in operator or player
preferences for our products; our ability to compete in the gaming industry
with new or existing competitors; changes in laws or regulations affecting our
business; our ability to develop and introduce new products and their
acceptance by our customers; risks related to our international operations;
our ability to protect our intellectual property; adverse results of
litigation, including intellectual property infringement claims; risks related
to business combinations, investments in intellectual property and the
integration of acquisitions; business disruptions, costs and future events
related to the proxy contest initiated by the Mathewson Group; and the
additional risks and uncertainties included under the captions "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition and Results
of Operations" in our Annual Report on Form 10-K for fiscal 2012 filed with
the SEC on November 28, 2012 and available on the SEC website at www.sec.gov
and on the investor relations section of our website at www.IGT.com. All
information provided in this document is as of the date hereof, and IGT
undertakes no duty to update this information.
Important Additional Information
International Game Technology ("IGT"), its directors and certain of its
executive officers may be deemed to be participants in the solicitation of
proxies from IGT stockholders in connection with the matters to be considered
at IGT's 2013 annual meeting of stockholders. IGT intends to file a definitive
proxy statement with the U.S. Securities and Exchange Commission (the "SEC")
in connection with any such solicitation of proxies from IGT stockholders. IGT
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND
ACCOMPANYING PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Information regarding the ownership of IGT's directors
and executive officers in IGT stock, restricted stock units and stock options
is included in their SEC filings on Forms 3, 4 and 5, which can be found at
IGT's website (www.igt.com) in the section "Investor Relations." More detailed
information regarding the identity of potential participants, and their direct
or indirect interests, by security holdings or otherwise, will be set forth in
the proxy statement and other materials to be filed with the SEC in connection
with IGT's 2013 annual meeting of stockholders. Information can also be found
in IGT's Annual Report on Form 10-K for the year ended September 29, 2012,
filed with the SEC on November 28, 2012. Stockholders will be able to obtain
any proxy statement, any amendments or supplements to the proxy statement and
other documents filed by IGT with the SEC for no charge at the SEC's website
at www.sec.gov. Copies will also be available at no charge at IGT's website at
www.igt.com or by writing to IGT at 6355 South Buffalo Drive, Las Vegas,
Nevada 89113, Attn: Corporate Secretary.
Presentation and Reconciliation of Non-GAAP Measures to GAAP
Year Ended September 30, 2012
GAAP Diluted Earnings Per Share ("EPS") from Continuing Operations $0.86
Acquisition related charges: ^(a)
Contingent retention & earn-out 0.15
Amortization of intangibles 0.04
Professional fees 0.01
Impairment and restructuring:
Patents (Walker Digital) 0.03
Notes (Alabama) 0.03
Entraction reorganization (0.10)
Distributor settlement 0.01
Total non-GAAP adjustments 0.18
Adjusted EPS from Continuing Operations $1.04
^(a) Primarily related to acquisition of Double Down Interactive LLC.
Year Ended September 30, 2011
GAAP Diluted EPS from Continuing Operations $0.97
IP Usage settlements 0.01
Investment gain (0.01)
Certain discrete tax items (benefits) (0.07)
Total non-GAAP adjustments (0.04)
Adjusted EPS from Continuing Operations $0.93
Year Ended September 30, 2010
GAAP Diluted EPS from Continuing Operations $0.73
Impairment and restructuring 0.15
Investment loss 0.07
Debt refinancing charges 0.01
Certain discrete tax items (benefits) (0.12)
Total non-GAAP adjustments 0.11
Adjusted EPS from Continuing Operations $0.84
Year Ended September 30, 2009
GAAP Diluted EPS from Continuing Operations $0.50
Impairment and restructuring 0.24
Investment loss 0.05
Debt refinancing charges 0.01
Certain discrete tax items (benefits) (0.06)
Total non-GAAP adjustments 0.24
Adjusted EPS from Continuing Operations $0.74
Adjusted earnings per share from continuing operations is a non-GAAP financial
measure. We believe that certain non-GAAP measures, when presented in
conjunction with comparable GAAP (Generally Accepted Accounting Principles)
measures, are useful because that information is an appropriate measure for
evaluating our operating performance. Non-GAAP information is used to evaluate
business performance and management's effectiveness. These measures should be
considered in addition to, not as a substitute for, or superior to, measures
of financial performance prepared in accordance with GAAP. Non-GAAP measures
may not be calculated in the same manner by all companies and therefore may
not be comparable.
^1 Adjusted earnings per share from continuing operations is a non-GAAP
financial measure; reconciliation of non-GAAP to GAAP measures is included at
the end of this letter.
Contact: Matt Moyer, Vice President, Investor Relations of IGT,
+1-866-296-4232; or Andrew Siegel / Jed Repko, Joele Frank, Wilkinson Brimmer
Katcher, +1-212-355-4449; or Dan Burch / Larry Dennedy, MacKenzie Partners,
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