Ader Group Sends Letter To IGT Shareholders
Shareholders Are Encouraged to Consider Who Can Best Maximize the Value of
Their Investment -and Promptly Vote the GOLD Proxy Card
NEW YORK, Feb. 21, 2013
NEW YORK, Feb. 21, 2013 /PRNewswire/ --The Ader Group today announced that it
is sending a letter to International Game Technology shareholders.
The letter raises a number of points, including:
oISS' recommendation that IGT shareholders vote the GOLD proxy card for Mr.
Silvers at the upcoming annual meeting;
oThe recent public third party comments which have been supportive of the
Ader Group's efforts;
oThe Ader Group's goal of instituting a culture of ownership in the IGT
oIGT's poor stock price performance over a period of more than three years;
oThe history of the current independent directors' refusal to meet with the
Ader Group; and
oThe value that the Ader Group's highly-qualified nominees will bring to
the IGT board.
The Ader Group is urging shareholders to vote the GOLD proxy card to elect its
three highly-qualified, forward-looking nominees, Raymond J. Brooks, Jr.,
Charles N. Mathewson and Daniel B. Silvers, at IGT's upcoming annual meeting
scheduled for March 5, 2013. Shareholders are encouraged to submit their GOLD
proxy by telephone or by Internet to ensure that their shares are represented.
The letter is available by visiting www.RESCUEIGT.com(on the "Filings &
Presentations" page) and the text of the letter follows:
ADER LONG/SHORT FUND LP
February 21, 2013
Dear Fellow IGT Stockholder:
The annual meeting of IGT stockholders is fast approaching. On March 5^th,
you can make an important decision to allow ownership representation on IGT's
Board of Directors. The Ader Group nominees bring a fresh perspective focused
on shareholder value creation and would look to institute a culture of
ownership on the Board. The alternative is to continue with the same Board
that has overseen a significant decline in shareholder value in recent years.
We urge you to vote the GOLD proxy card TODAY to protect your investment.
Since time is short, we encourage you to submit your GOLD proxy by telephone
or by Internet, to make sure your shares are represented.
ISS RECOMMENDS IGT SHAREHOLDERS
VOTE THE GOLD PROXY CARD FOR MR. SILVERS
On February 19, 2013, ISS, one of the nation's leading independent proxy
voting advisory firms, recommended that IGT shareholders use the GOLD proxy
card to vote Mr. Silvers at the company's annual meeting on March 5^th. ISS
o"In the company's continuing difficulties in redressing the weakness of
its core business segments, the uncertainty about the potential of the
online diversification efforts, and the sustained shareholder doubt
reflected in IGT's persistent stock underperformance, the dissidents have
demonstrated a compelling case for a greater shareholder perspective on
the board." (Emphasis added)
o"Even given the stark underperformance of the casino equipment industry
generally, IGT has lagged many of its industry peers and competitors over
the past 1, 3, and 5 years. Most notably, IGT declined by 11.7% in 2012,
compared to a return of 16.7% by the S&P 500 and an increase of 18.2%
among its industry peers, demonstrating the dissident's contention that
IGT has not participated in the sector or the broader market recovery."
SIGNIFICANT SHAREHOLDER AND CUSTOMER SUPPORT
The Ader slate has also received support from other significant IGT
shareholders and major customers of IGT, including the following public
Orange Capital went on to say:
oOn February 7, 2013, a New York-based investor – Orange Capital, LLC –
sent an open letter to our Board of Directors stating its beliefs about
the valuation of IGT common stock and making two recommendations for the
1.Immediately Commence a Dutch Auction Tender Offer for 25% of Shares
2.Drop the Objection to the Ader Group Nominees and Seek Amicable
Resolution to the Election Contest
o"…the Company should seek a mutually agreeable resolution with the Ader
Group, including Board representation." – Our Board has not so much as
sent the Ader Group an email or placed a phone call to initiate such
o"In its proxy materials and public statements, we believe the Ader
Group has identified significant challenges facing the Company. We also
believe the Ader Group has nominated three highly qualified individuals
who can bring substantial expertise and talent to the Board. We fully
support the Ader Group's agenda." (Emphasis added)
o"We are extremely disappointed that the Company has engaged in a public
mud-slinging campaign against the Ader Group, including IGT's former
CEO Charles Mathewson."(Emphasis added)
oOn February 4, 2013, a large and well-respected customer of the company
made public comments about his feelings. In his comments, Steve Wynn,
Chairman and CEO of Wynn Resorts, Limited said:
o"Since his [Chuck Mathewson] departure, the company has seemed to
have lost that edge." (Emphasis added)
o"I am personally saddened by what appears to be a paid professional
attempt to smear him. I'm left with the impression that such an
effort is motivated by IGT's current management's attempt to distract
shareholder attention from current performance." (Emphasis added)
HOW DID THE CURRENT BOARD GET US HERE?
For almost six months we have acted in a respectful and professional manner in
seeking to get an in-person audience with the independent directors of our
company–the same independent directors that are supposed to represent all of
our interests. Despite our patience, the current Board has refused to make
itself available for such a meeting. Our goal for such a meeting has been to
enter into a dialogue with the IGT Board regarding our concerns with IGT's
operating and share price performance and how we believe we can help create
value for ALL shareholders.
In response, our Board and management have resorted to "mud-slinging" (see
Orange Capital comments), which, in the view of at least one customer, seems
to reflect an effort to distract shareholders from the real issue: Could our
Board benefit from fresh perspectives and more relevant experience? Despite
the company's spurious allegations and highly misleading comments about Mr.
Mathewson, all of the Ader Group's nominees stand ready to work with
management and any continuing members of the Board.
We believe that the three Ader nominees will help rectify the core concerns
which we believe have led to value destruction at IGT:
(i)a lack of focus on the core slot machine and systems business that
we believe generated IGT's historic success and which we believe will be the
foundation for its future growth;
(ii)a lack of casino gaming industry experience in executive management
(iii)poor capital allocation decisions, highlighted by a series of costly
We urge all IGT shareholders to vote the GOLD proxy card today to ensure new,
shareholder-focused voices in the IGT boardroom.
KEY CONSIDERATIONS FOR SHAREHOLDERS
AS YOU VOTE ON THE FUTURE OF YOUR INVESTMENT
oIGT's share price declined by 33.1% during the more than three year period
from September 14, 2009 to January 7, 2013 (the date on which our
intention to nominate directors at the annual meeting became public).
oThe Ader Group represents an ownership interest, excluding options, which
is more than 100x that of the three directors we seek to replace.
oThe current Board has overseen approximately $625 million of spending on
costly, non-core acquisitions which have distracted focus from the
company's core casino gaming business.
oThe company destroyed approximately $50 million of shareholder value from
its poorly timed accelerated share buyback ahead of disappointing
oThe company's executive management team has average relevant experience in
the industry of only three years – none of it with any company other than
IGT. This minimal level of experience demands an increased level of
industry experience at the Board-level to supplement and guide management.
THE ADER GROUP'S NOMINEES ARE BEST POSITIONED TO CREATE VALUE
FOR ALL IGT SHAREHOLDERS
We are convinced that our highly-qualified, independent, forward-looking
nominees are in the best position to look out for your interests:
oMr. Mathewson offers his fellow shareholders a unique blend of experience
and independence. He has garnered decades of industry expertise,
including approximately 17 years at IGT – during which time your company's
stock price increased by 25,481% on a split-adjusted basis. At the same
time, he now also provides the clarity of a broader, more objective
perspective, having not served as an IGT employee or director since his
retirement in 2003. He is not afraid of stating the hard facts in the
oMr. Silvers brings to the boardroom the benefit of his seventeen years of
analytical experience in the casino gaming industry and Nevada market, as
well as hands on work with many IGT customers and competitors in the core
slot machine and systems business. He also has extensive financial
markets experience which we believe is currently underrepresented in the
oMr. Brooks also provides extensive capital markets experience,
particularly in investing in distressed companies and debt, and we believe
his financially disciplined approach will serve investors well in the
We strongly urge you to seize the opportunity our nominees offer for
meaningful change in the IGT boardroom. Please vote FOR the Ader slate TODAY
– by using the enclosed GOLD proxy card to vote by telephone, by Internet or
by signing, dating and returning the GOLD proxy card in the postage-paid
Thank you for your support,
Jason N. Ader
TIME IS SHORT, AND YOUR VOTE IMPORTANT--
PLEASE VOTE TODAY!
We encourage shareholders to vote their GOLD proxy card by telephone or by
Internet to ensure that their shares are represented at the March 5^th annual
meeting. Please see the simple instructions on your GOLD proxy card.
If you have questions about how to vote your shares, or need additional
please contact the firm assisting us in the solicitation of proxies:
INNISFREE M&A INCORPORATED
Stockholders Call Toll-Free: (877) 825-8621
Banks and Brokers May Call Collect: (212) 750-5833
We urge you NOT to sign any White proxy card sent to you by IGT, even as a
protest. Voting against the IGT nominees on the White proxy card will not
count as a vote FOR the Ader nominees.
If you have inadvertently voted on the White proxy card, you have every right
to change your vote by voting again using the GOLD proxy card. Only your
latest dated vote will count.
IMPORTANT FACTS FOR EMPLOYEE SHAREHOLDERS:
oThe voting deadline for 401(k) participants is March 1, 2013. We urge you
to return your voting instruction by telephone or by Internet to make sure
your voice is heard.
oIGT recently disclosed that employee shareholder votes are
confidential—that means your current Board and management will not know
how you voted.
oIf you hold shares through the Company's 401(k) plan, you should also know
that if you do not submit voting instructions to the Trustee, your shares
will be not be voted at the annual meeting.
If you have questions about how to vote your shares, or need additional
assistance, please contact Innisfree M&A Incorporated, toll-free, at (877)
About Ader Investment Management LP
Ader Investment Management LP is a Delaware limited partnership that was
founded in 2003. Ader Investment Management LP is an SEC-registered
investment adviser with its principal place of business located in New York,
New York. Ader Investment Management LP began conducting business in 2003,
under the name of Hayground Cove Associates LP. In June 2011, Hayground Cove
Associates LP changed its name to Ader Investment Management LP. Mr. Jason
Ader is the sole principal of the firm, and is also the managing member and
sole principal of the firm's general partner, Ader Fund Management LLC.
The principal investment advisory business of Ader Investment Management LP is
the management of investment portfolios consisting primarily of equity
securities on behalf of certain private funds and separately managed accounts.
The Ader Group (whose members are identified below) has nominated Raymond J.
Brooks, Jr., Charles N. Mathewson and Daniel B. Silvers (the "Ader Nominees")
as nominees to the board of directors of International Game Technology (the
"Company") and is soliciting votes for the election of the Ader Nominees as
members of the board. The Ader Group has sent a definitive proxy statement,
GOLD proxy card and related proxy materials to stockholders of the Company
seeking their support of the Ader Nominees at the Company's 2013 Annual
Meeting of Stockholders. Stockholders are urged to read the definitive proxy
statement and GOLD proxy card because they contain important information about
the Ader Group, the Ader Nominees, the Company and related matters.
Stockholders may obtain a free copy of the definitive proxy statement and GOLD
proxy card and other documents filed by the Ader Group with the Securities and
Exchange Commission ("SEC") at the SEC's web site at www.sec.gov. The
definitive proxy statement and other related documents filed by the Ader Group
with the SEC may also be obtained free of charge from the Ader Group.
The Ader Group consists of the following persons: Ader Investment Management
LP, Ader Long/Short Fund LP, Doha Partners I LP, Ader Fund Management LLC,
Ader Investment Management LLC, Jason N. Ader, Daniel B. Silvers, Andrew P.
Nelson and Laura T. Conover-Ferchak. The members of the Ader Group and the
Ader Nominees are participants in the solicitation from the Company's
stockholders of proxies in favor of the Ader Nominees. Such participants may
have interests in the solicitation, including as a result of holding shares of
the Company's common stock. Information regarding the participants and their
interests may be found in the definitive proxy statement of the Ader Group,
filed with the SEC on January 25, 2013 and first disseminated to stockholders
on or about January 28, 2013.
Certain information contained herein constitutes "forward-looking statements,"
which can be identified by the use of forward-looking terminology such as
"may," "will," "seek," "should," "expect," "anticipate," "project,"
"estimate," "intend," "continue" or "believe" or the negatives thereof or
other variations thereon or comparable terminology. Such statements are not
guarantees of future performance or activities. Due to various risks and
uncertainties, actual events or results or actual performance may differ
materially from those reflected or contemplated in such forward-looking
SOURCE The Ader Group
Contact: Jason N. Ader, +1-212-445-7800, Ader Investment Management LP;
Jennifer Shotwell / Scott Winter / Jonathan Salzberger, +1-212-750-5833,
Innisfree M&A Incorporated
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