Scientific Games And WMS Announce Early Termination Of Hart-Scott-Rodino Act Waiting Period

 Scientific Games And WMS Announce Early Termination Of Hart-Scott-Rodino Act
                                Waiting Period

PR Newswire

NEW YORK and WAUKEGAN, Ill., March 11, 2013

NEW YORK and WAUKEGAN, Ill., March 11, 2013 /PRNewswire/ --Scientific Games
Corporation (Nasdaq: SGMS) and WMS Industries Inc. (NYSE: WMS) today announced
that the companies received notice from the Federal Trade Commission of early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act") in connection with Scientific Games'
proposed acquisition of WMS.

Termination of the HSR Act waiting period satisfies one of the conditions
required for completion of the merger. The transaction remains subject to
additional conditions, including the approval of the merger agreement by WMS
stockholders and receipt of required gaming approvals, as described in the
amended preliminary proxy statement filed by WMS on March 8, 2013.

As previously announced on January 31, 2013, Scientific Games has agreed to
acquire WMS for $26.00 in cash per common share, or approximately $1.5 billion
in the aggregate.

About Scientific Games

Scientific Games Corporation is a global leader in providing customized,
end-to-end gaming solutions to lottery and gaming organizations worldwide.
Scientific Games' integrated array of products and services includes instant
lottery games, lottery gaming systems, terminals and services, and internet
applications, as well as server-based interactive gaming terminals and
associated gaming control systems. For more information, please visit our
website at www.scientificgames.com. 

About WMS

WMS serves the gaming industry worldwide by designing, manufacturing and
marketing games, video and mechanical reel-spinning gaming machines, video
lottery terminals and in gaming operations, which consists of the placement of
leased participation gaming machines in legal gaming venues. The Company also
develops and markets digital gaming content, products, services and end-to-end
solutions that address global online wagering and play-for-fun social, casual
and mobile gaming opportunities. WMS is proactively addressing casino gaming
floor evolution with its WAGE-NET® networked gaming solution, a suite of
systems technologies and applications designed to increase customers' revenue
generating capabilities and operational efficiency. More information on WMS
can be found at www.wms.com or visit the Company on Facebook®, Twitter® or
YouTube®.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements describe future
expectations, plans, results or strategies and can often be identified by the
use of terminology such as "may," "will," "estimate," "intend," "continue,"
"believe," "expect," "anticipate," "should," "potential," "opportunity," or
similar terminology. These statements are based upon management's current
expectations, beliefs, assumptions and estimates and are not guarantees of
future results or performance. Similarly, statements that describe the
proposed transaction, including its financial impact, and other statements of
management's expectations, beliefs, assumptions, estimates and goals regarding
the proposed transaction are forward-looking statements. It is uncertain
whether any of the events or results anticipated by the forward-looking
statements (including consummation of the proposed transaction) will transpire
or occur, or if any of them do, what impact they will have on the results of
operations and financial condition of the combined companies or the price of
Scientific Games or WMS stock. These forward-looking statements involve
certain risks and uncertainties that could cause actual results to differ
materially from those indicated in such forward-looking statements, including
but not limited to: the ability of the parties to consummate the proposed
transaction and the satisfaction of the conditions precedent to consummation
of the proposed transaction; the ability to secure the remaining regulatory
approvals at all or in a timely manner; the ability of Scientific Games to
successfully integrate WMS' operations, product lines and technology; the
ability of Scientific Games to implement its plans, forecasts and other
expectations with respect to WMS' business after the completion of the
transaction and realize additional opportunities for growth and innovation;
and the other risks, uncertainties and important factors contained and
identified (including under the heading "Risk Factors") in Scientific Games'
and WMS' filings with the Securities and Exchange Commission (the "SEC"), such
as their respective Quarterly Reports on Form 10-Q and Annual Reports on Form
10-K, any of which could cause actual results to differ materially from the
forward-looking statements. The forward-looking statements included in this
press release are made only as of the date hereof. Neither Scientific Games
nor WMS undertakes any obligation to update the forward-looking statements to
reflect subsequent events or circumstances. WMS is responsible for information
in this press release concerning WMS and Scientific Games is responsible for
information in this press release concerning Scientific Games.

Additional Information and Where to Find It

WMS has filed with the SEC on March 8, 2013 an amended preliminary proxy
statement in connection with the proposed transaction with Scientific Games.
WMS intends to file with the SEC a definitive proxy statement, which will be
sent or given to the stockholders of WMS and will contain important
information about the proposed transaction and related matters. SECURITY
HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT CAREFULLY WHEN IT
BECOMES AVAILABLE. The proxy statement and other relevant materials (when
they become available), and any other documents filed by WMS with the SEC, may
be obtained free of charge at the SEC's website, at www.sec.gov. In addition,
security holders will be able to obtain free copies of the proxy statement
from WMS by contacting Investor Relations by mail at Attn: Investor
Relations, Investor Relations, 800 S. Northpoint Boulevard, Waukegan, IL
60085.

Participants in the Solicitation

WMS and its directors and executive officers and other persons may be deemed
to be participants in the solicitation of proxies in connection with the
proposed merger. Information about WMS' directors and executive officers is
included in WMS' Annual Report on Form 10-K for the fiscal year ended June 30,
2012, filed with the SEC on August 21, 2012 and in the proxy statement for
WMS' 2012 Annual Meeting of Stockholders, filed with the SEC on October 17,
2012. Additional information regarding these persons and their interests in
the merger is included in the amended preliminary proxy statement filed with
the SEC on March 8, 2013. These documents can be obtained free of charge from
the sources indicated above.

Contacts

For Scientific
Games
Investor Relations:
Cindi Buckwalter, (212) 754-2233


Media Relations:
Aimee Remey, (212) 754-2233 

For WMS
Investor Relations:
Bill Pfund, (847) 785-3167, bpfund@wms.com

Media Relations:
Mollie Cole, (773) 961-1194, mcole@wms.com

Joe Jaffoni or Richard Land
JCIR, (212) 835-8500, wms@jcir.com

SOURCE Scientific Games Corporation

Website: http://www.scientificgames.com
 
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