DEFM14A 1 tv510554-defm14a.htm DEFINITIVE PROXY STATEMENT tv510554-defm14a - none - 14.504931s
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.

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 at GPIC.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.

The approval of the merger agreement by the affirmative vote of the holders of a majority of the outstanding shares of GPIC common stock is a condition to the consummation of the merger, and the merger cannot be completed unless the holders of a majority of the voting power of the outstanding shares of GPIC common stock vote in favor of approval of 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 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 approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the adjournment proposal at the special meeting.
Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return the enclosed proxy card and thus ensure that your shares will be represented at the special meeting if you are unable to attend. You may also submit your proxy by using a toll-free number or the Internet. We have provided instructions on the proxy card for using these convenient services. If your shares of GPIC common stock are held in street name through a broker, bank or other nominee, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction card furnished by your broker, bank or other nominee.
If you return a properly executed proxy (including proxies received via the Internet or by telephone), but do not indicate how you wish to vote on a proposal, your shares of GPIC common stock represented by such proxy will be voted “FOR” such proposal.
YOUR VOTE IS VERY IMPORTANT. YOU MAY VOTE BY MAIL, THROUGH THE INTERNET, BY TELEPHONE OR BY ATTENDING THE SPECIAL MEETING AND VOTING BY BALLOT, ALL AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. 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.
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.
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.
Please note that we intend to limit attendance at the special meeting to stockholders as of the record date (or their authorized representatives). If your shares are held by a broker, bank or other nominee, please bring to the special meeting your account statement evidencing your beneficial ownership of GPIC common stock as of the record date. All stockholders should also bring photo identification.
The accompanying proxy statement provides a detailed description of the merger and the merger agreement. We urge you to read the accompanying proxy statement, including any documents incorporated by reference, and the Annexes carefully and in their entirety. If you have any questions concerning the merger or the proxy statement of which this notice forms a part, would like additional copies of the proxy statement or need help voting your shares of GPIC common stock, please contact Morrow Sodali LLC, our proxy solicitation firm, at:
Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Toll free: (800) 662-5200
E-mail: GPIC.info@morrowsodali.com
By Order of the Gaming Partners International Corporation Board of Directors,
/s/ Alain Thieffry
Alain Thieffry
Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Chairperson of the Board
North Las Vegas, Nevada
February 5, 2019

SUMMARY VOTING INSTRUCTIONS

YOUR VOTE IS VERY IMPORTANT
Ensure that your shares of GPIC common stock are voted at the special meeting by submitting your proxy or, if your shares of GPIC common stock are held in street name through a broker, bank or other nominee, by contacting your broker, bank or other nominee. If you do not vote or do not instruct your broker, bank or other nominee how to vote, it will have the same effect as voting “AGAINST” the approval of the merger agreement, but will have no effect on the outcome of any vote on the adjournment proposal.
If your shares of GPIC common stock are registered in your name:   submit your proxy as soon as possible by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope, so that your shares of common stock can be voted in favor of the proposals at the special meeting. You may also submit your proxy by using a toll-free number or the Internet. We have provided instructions in this proxy statement under the section entitled “The Special Meeting — Voting Methods” beginning on page 25 and on the proxy card for using these convenient services.
If your shares of GPIC common stock are registered in street name through a broker, bank or other nominee:   check the voting instruction card forwarded by your broker, bank or other nominee or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares of GPIC common stock are voted in favor of the proposals at the special meeting.
If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact Morrow Sodali LLC, our proxy solicitation firm, at:
Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Toll free: (800) 662-5200
E-mail: GPIC.info@morrowsodali.com

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PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

To be held on March 12, 2019
This proxy statement contains information related to our special meeting of stockholders 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, and at any adjournments or postponements thereof. We are furnishing this proxy statement to the stockholders of Gaming Partners International Corporation as part of the solicitation of proxies by the GPIC board of directors for use at the special meeting. 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.
SUMMARY
This summary term sheet briefly summarizes material information found in this proxy statement. The proxy statement contains a more detailed description of the terms described in this summary. You are urged to read this proxy statement carefully, including any documents incorporated by reference, and the Annexes carefully and in their entirety, as this summary may not contain all of the information that may be important to you. We have included page references in parentheses to direct you to the appropriate place in this proxy statement for a more complete description of the topics presented in this summary term sheet. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where Stockholders Can Find More Information” beginning on page 86 of this proxy statement.
In this proxy statement, the terms “we,” “us,” “our,” “GPIC” and the “Company” refer to Gaming Partners International Corporation. In this proxy statement, we refer to Angel Holdings Godo Kaisha as “Angel” and AGL Nevada Corporation as “Merger Sub.” All references to the “merger” refer to the merger of Merger Sub with and into GPIC with GPIC surviving as a wholly owned subsidiary of Angel; and, unless otherwise indicated or as the context requires, all references to the “merger agreement” refer to the Agreement and Plan of Merger, dated as of November 27, 2018, as it may be amended from time to time, by and among GPIC, Angel and Merger Sub, a copy of which is included as Annex A to this proxy statement. GPIC, following the completion of the merger, is sometimes referred to in this proxy statement as the “surviving corporation.”
Parties Involved in the Merger (Page 21)
Gaming Partners International Corporation
GPIC manufactures and supplies casino table game equipment to licensed casinos worldwide. Under the brand names of Paulson®, Bourgogne et Grasset®, Gemaco®, Dolphin® and Bud Jones®, GPIC provides casino currency, including chips; plaques and jetons; playing cards; table layouts; gaming furniture and table accessories; dice; and roulette wheels. GPIC pioneered the use of security features like radio frequency identification device (RFID) technology in casino currency, and offers RFID solutions including RFID readers, software, and displays. Headquartered in North Las Vegas, Nevada, GPIC also has facilities in Beaune, France; San Luis Rio Colorado, Mexico; Blue Springs, Missouri; Galloway, New Jersey; Gulfport, Mississippi; and Macau S.A.R., China.
GPIC’s common stock is listed on NASDAQ Stock Market (which we refer to as the “NASDAQ” in this proxy statement) under the symbol “GPIC.”
GPIC’s principal executive offices are located at 3945 West Cheyenne Avenue, Suite 208, North Las Vegas, Nevada 89032, its telephone number is (702) 384-2425 and its Internet website address is www.gpigaming.com. The information provided on or accessible through GPIC’s website is not part of this proxy statement and is not incorporated in this proxy statement by this or any other reference to its website provided in this proxy statement.
1

Angel Holdings Godo Kaisha
Angel manufactures and supplies playing cards and card games for both the gaming industry and the retail market. A world leader in casino playing cards and table game equipment, Angel’s many groundbreaking innovations include the best-selling Angel Protect Pre-shuffled Cards, and the Angel Eye® series of electronic shoes. Angel’s principal business office is located in Kyoto, Japan, with manufacturing facilities in Japan and Singapore. Angel also has offices in the United States, Macau, Australia and the Philippines.
Angel’s principal executive offices are located at 8-1-5 Seikadai Seika-cho, Souraku-gun, Kyoto, 619-0238, Japan, and its telephone number is +81-774-98-6780.
AGL Nevada Corporation
AGL Nevada Corporation, a wholly owned subsidiary of Angel, is a Nevada corporation that was formed on November 9, 2018 by Angel for the sole purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement, including the merger. Merger Sub has not engaged in any business other than in connection with the merger and other related transactions. Upon the terms and subject to the conditions of the merger agreement, Merger Sub will be merged with and into GPIC, with Merger Sub ceasing to exist and GPIC surviving the merger as a wholly owned subsidiary of Angel.
The principal executive offices of Merger Sub are located at 8-1-5 Seikadai Seika-cho, Souraku-gun, Kyoto, 619-0238, Japan, and its telephone number is +81-774-98-6780.
Terms of the Merger (Page 55)
The proposed transaction is the acquisition of GPIC by Angel pursuant to the merger agreement. At the special meeting, you will be asked to consider and vote upon a proposal to approve the merger agreement. The acquisition will be effected by the merger of Merger Sub with and into GPIC, 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 capital stock of the surviving corporation as a result of the merger.
Expected Timing of the Merger (Page 56)
We expect to complete the merger promptly following the approval of the merger agreement by GPIC’s stockholders as described herein, the receipt of all required regulatory approvals and the satisfaction or waiver of the other conditions precedent to the parties’ respective obligations to complete the merger, each as further set forth in the merger agreement, a copy of which is included as Annex A to this proxy statement.
We currently anticipate that the merger will be completed by the end of 2019. As noted above, however, consummation of the merger is subject to various conditions and it is possible that factors outside the control of GPIC and/or Angel could result in the merger being completed at a later time, or not at all. There may be a substantial amount of time between the special meeting and the completion of the merger.
Merger Consideration (Page 55)
If the merger is completed, each share of our common stock, par value $0.01 per share, which we refer to as “GPIC common stock” or “our common stock” in this proxy statement, issued and outstanding immediately prior to the effective time of the merger, other than the shares of GPIC common stock owned by GPIC, Angel, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries (which will be canceled at the consummation of the merger), which shares we refer to collectively as the “excluded shares” in this proxy statement, will be converted into the right to receive $13.75 in cash, without interest and less any applicable withholding taxes, which we refer to as the “merger consideration” in this proxy statement. At or immediately prior to the effective time of the merger, Angel will deposit or cause to be deposited with the paying agent for the merger sufficient funds to pay the aggregate per share merger consideration and the aggregate option merger consideration.
2

Determination, Approval and Recommendations of the Special Transaction Committee and Our Board of Directors (Page 22)
A special transaction committee comprised of independent members of our board of directors, which we refer to as the “special transaction committee” throughout this 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, among other things, 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, after careful consideration and acting after having received the unanimous recommendation of 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, 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 the special transaction committee and after consultation with independent legal and financial advisors, and in part after consideration of a number of other factors that the special transaction committee and the GPIC board of directors deemed relevant. The material factors considered by the special transaction committee and the GPIC board of directors in reaching its decision to approve the merger agreement and the merger can be found in the section entitled “Proposal 1: Approval of the Merger Agreement — Reasons for the Merger” beginning on page 33 of this proxy statement.
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 GPIC stockholders 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.
The Special Meeting (Page 22)
Date, Time and Place (Page 22).   The special meeting 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.
Purpose of the Special Meeting (Page 22).   At the special meeting, you will be asked: (i) to consider and vote upon a proposal to approve the merger agreement, thereby approving the transactions contemplated thereby, including the merger; and (ii) 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, including to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement (this proposal being referred to as the “adjournment proposal” in this proxy statement).
Record Date and Voting Information (Page 23).   Only stockholders who hold shares of our common stock at the close of business on February 1, 2019, the record date for the special meeting, will be entitled to vote at the special meeting. Each share of our common stock outstanding on the record date will be entitled to one vote on each matter submitted to stockholders for approval at the special meeting. As of the record date for the special meeting, there were 8,085,594 shares of our common stock outstanding entitled to vote at the special meeting.
Quorum (Page 23).   The presence in person or by proxy of the holders of record of a majority of the shares of our common stock entitled to vote at the meeting is necessary and sufficient to constitute a quorum for the transaction of any business at the special meeting. As of the record date for the special meeting, 4,042,798 shares of our common stock will be required to obtain a quorum.
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Required Vote (Page 24).   Approval of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of GPIC common stock entitled to vote at the special meeting. A failure to vote your shares of common stock, an abstention from voting or the failure to advise your nominee how to vote will have the same effect as a vote against the proposal to approve the merger agreement. Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal. Abstentions and any failure to advise your nominee how to vote, if any, will have no effect on the outcome of the adjournment proposal. 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 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 this proxy statement.
Voting by GPIC’s Directors and Executive Officers (Page 26).   As of February 1, 2019, the record date for the special meeting, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 261,263 shares of our common stock, representing approximately 3.23% of the outstanding shares of our common stock, and intend to vote in favor of the proposal to approve the merger and the other proposals to be considered at the special meeting, although they have no obligation to do so.
Voting and Proxies (Page 25).   Any GPIC stockholder of record entitled to vote may submit a proxy by returning a signed proxy card by mail, through the Internet or by telephone or may vote in person by appearing at the special meeting. If you are a beneficial owner and hold your shares of GPIC common stock in “street name” through a broker, bank or other nominee, you should instruct your broker, bank or other nominee on how you wish to vote your shares of GPIC common stock using the instructions provided by your broker, bank or other nominee. The broker, bank or other nominee cannot vote on these proposals without your instructions. Therefore, it is important that you cast your vote or instruct your broker, bank or nominee on how you wish to vote your shares. If you are a street name holder and wish to vote in person by ballot at the special meeting, you must provide a legal proxy from your bank, broker or other nominee.
Treatment of Stock Options and Stock Appreciation Rights (Page 57)
Options
At the effective time of the merger, each option to purchase GPIC common stock that is outstanding (whether vested or unvested) immediately prior to the effective time of the merger will be canceled, terminated and extinguished in exchange for the right to receive an amount in cash equal to the excess, if any, of  (i) the merger consideration over (ii) the exercise price per share of GPIC common stock subject to such option, less any applicable withholding taxes. If the exercise price of the option equals or exceeds the merger consideration, the option will be canceled without the payment of any consideration to the holder thereof.
Stock Appreciation Rights
At the effective time of the merger, each GPIC stock appreciation right, which we refer to an “SAR” in this proxy statement, that is outstanding (whether vested or unvested) immediately prior to the effective time of the merger shall be cancelled, terminated and extinguished as of the effective time, in exchange for no consideration.
Delisting and Deregistration of Our Common Stock (Page 46)
Upon completion of the merger, we will remove our common stock from listing on NASDAQ and price quotations in the public market will no longer be available for our common stock and the registration of our common stock under the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this proxy statement, will be terminated.
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Opinion of GPIC’s Financial Advisor (Page 39 and Annex C)
B. Riley FBR, Inc., which we refer to as “B. Riley” in this proxy statement, was engaged on November 6, 2018 to act as an exclusive financial advisor to GPIC for purposes of issuing an opinion as to the fairness, from a financial point of view, of the merger consideration, to the special transaction committee, and further for purposes of providing advisory services in connection with a possible sale, transfer or other disposition, directly or indirectly, of all or a material portion of the equity securities, assets or business of GPIC or its subsidiaries, including assisting in the evaluation of GPIC’s strategic alternatives. On November 27, 2018, B. Riley rendered its oral opinion, subsequently confirmed in writing, to the special transaction committee (in its capacity as such) to the effect that, as of such date, and based upon and subject to various factors, assumptions, qualifications and limitations on the review undertaken set forth in the written opinion, the merger consideration to be received by the holders of GPIC common stock (other than holders of excluded shares and holders of the shares of GPIC common stock owned by the stockholder parties to the voting agreement, which shares we refer to as the “voting agreement shares” throughout this proxy statement) in the merger transaction was fair, from a financial point of view, to such holders of GPIC common stock.
The full text of the written opinion of B. Riley, dated November 27, 2018, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this proxy statement and is incorporated by reference herein. Holders of shares of GPIC common stock are encouraged to and should read the opinion carefully and in its entirety. B. Riley’s opinion was provided to the special transaction committee in connection with its evaluation of the merger consideration provided for in the merger from a financial point of view. The opinion of B. Riley does not address any other aspect of the merger and does not constitute a recommendation to any holder of GPIC common stock as to whether such holder should act or vote in connection with the merger or any other matter. The summary of the opinion of B. Riley set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion, which is included as Annex C.
Interests of GPIC’s Directors and Executive Officers in the Merger (Page 47)
In considering the recommendation of the GPIC board of directors to approve the merger agreement, GPIC stockholders should be aware that certain directors and executive officers of GPIC have interests in the merger that are different from, or in addition to, those of GPIC stockholders generally. These interests are described in the section entitled “Proposal 1: Approval of the Merger Agreement — Interests of GPIC’s Directors and Executive Officers in the Merger” beginning on page 47 of this proxy statement. The GPIC board of directors was aware of these interests and considered them, among other matters, in evaluating the merger agreement, in reaching its decision to approve the merger agreement, and in recommending to GPIC stockholders that the merger agreement be approved. These interests include the following, among others:

members of the GPIC board of directors who hold options to acquire GPIC common stock will be paid in cash for all of their options (whether vested or unvested) in an amount in cash equal to the excess, if any, of  (i) the merger consideration over (ii) the exercise price per share of GPIC common stock subject to such option, less any applicable withholding taxes. If the exercise price of the option equals or exceeds the merger consideration, the option will be canceled without the payment of any consideration to the holder;

in 2019, GPIC will pay each member of its board of directors a cash payment equal to $5 per option in lieu of their regular 2019 stock option grants as compensation for their services as directors of the Company; and

two members of the GPIC board of directors, Martin A. Berkowitz and Robert J. Kelly, will each receive a one-time cash payment of  $100,000 as compensation for their service on the special transaction committee which was formed for purposes of evaluating this transaction.
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No Financing Condition; Fees and Expenses (Page 47)
The merger is not conditioned on Angel obtaining any financing. Angel has represented in the merger agreement that it will have, at the effective time of the merger, sufficient funds (including cash, cash equivalents, available lines of credit or other sources of immediately available funds) to pay the aggregate merger consideration and make all other necessary payments by it in connection with the merger. Angel expects to pay the aggregate merger consideration from its cash on hand.
We anticipate that the total amount of funds necessary to complete the merger and the other transactions contemplated by the merger agreement will be approximately $112,420,268. These funds include the funds needed to pay our stockholders (including equity award holders) the amount due under the merger agreement.
We anticipate that the customary fees and expenses to be incurred by GPIC in connection with the transactions contemplated by the merger agreement will be approximately $1.25 million.
Go-Shop Period; No Solicitation of Acquisition Proposals; Changes in Board Recommendation (Page 64)
Pursuant to the merger agreement, during the go-shop period (as defined under the section entitled “Terms of the Merger Agreement — Go-Shop Period; No Solicitation of Acquisition Proposals; Changes in Board Recommendation” beginning on page 64 of this proxy statement), which expired on February 2, 2019, at 12:01 a.m., Eastern Time, GPIC and its representatives are permitted to: (i) initiate, solicit, facilitate and encourage any inquiry or the making of any proposal or offer that constituted an acquisition proposal (as defined on page 66 of this proxy statement), (ii) furnish to any person any information which was reasonably requested by such person in connection with such person’s potentially making an acquisition proposal and (iii) participate or engage in discussions or negotiations with such person regarding an acquisition proposal. On the date the go-shop period expires, GPIC will provide Angel the identity of each excluded party (as defined under the section entitled “Terms of the Merger Agreement — Go-Shop Period; No Solicitation of Acquisition Proposals; Changes in Board Recommendation” beginning on page 64 of this proxy statement) from whom GPIC received a written acquisition proposal during the go-shop period.
Following the expiration of the go-shop period and until the earlier of the effective time and the termination of the merger agreement in accordance with its terms, GPIC is subject to customary non-solicitation, or “no shop,” restrictions, whereby neither GPIC nor any of its subsidiaries nor any of their representatives, and GPIC will direct and use its reasonable best efforts to cause its and its subsidiaries’ other representatives not to, directly or indirectly:

continue any solicitation, knowing encouragement, discussions or negotiations with any persons that may be ongoing with respect to an acquisition proposal;

solicit, initiate or knowingly facilitate or encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an acquisition proposal;

engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any non-public information in connection with, or for the purpose of soliciting or knowingly encouraging or facilitating, an acquisition proposal or any proposal or offer that could reasonably be expected to lead to an acquisition proposal;

approve, adopt, endorse or recommend or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an acquisition proposal or any proposal or offer that could reasonably be expected to lead to an acquisition proposal;

exempt any person (other than Angel and its subsidiaries) from the restrictions on “business combinations” or any similar provision contained in applicable anti-takeover laws or GPIC’s organizational and other governing documents;

waive or release any person from, forebear in the enforcement of, or amend any standstill agreement or any standstill provisions of any other contract; or
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resolve or agree to do any of the foregoing.
Notwithstanding the restrictions described above, GPIC is permitted to continue discussions or negotiations with any excluded party.
Further, notwithstanding the foregoing non-solicitation restrictions, in the event that GPIC or any of its subsidiaries or any of its or their respective representatives receives at any time on or after the expiration of the go-shop period and prior to obtaining the approval of the merger proposal by GPIC stockholders at the special meeting, an unsolicited bona fide written acquisition proposal, GPIC and its board of directors may engage in negotiations or substantive discussions with, or furnish any information and other access to, the excluded party making such acquisition proposal and its representatives or potential sources of financing if the GPIC board of directors determines in good faith, after consultation with GPIC’s outside counsel and financial advisors, and based on information then available, that such acquisition proposal constitutes, or could reasonably be expected to result in, a superior offer (as defined under the section entitled “Terms of the Merger Agreement — Go-Shop Period; No Solicitation of Acquisition Proposals; Changes in Board Recommendation” beginning on page 64 of this proxy statement).
Prior to obtaining stockholder approval of the proposal to approve the merger agreement, the GPIC board of directors may terminate the merger agreement to enter into a binding agreement with respect to a written acquisition proposal if the GPIC board of directors has determined in good faith, after consultation with GPIC’s outside counsel and financial advisors, that such acquisition proposal constitutes a superior offer after giving effect to all of the adjustments which may be offered by Angel, subject to complying with certain notice and other specified conditions set forth in the merger agreement, including giving Angel the opportunity to propose changes to the merger agreement in response to a superior offer and the conditions described in the prior paragraph. If the merger agreement is terminated in such a circumstance, GPIC must pay, or cause to be paid, to Angel the termination fee prior to or concurrently with such termination as more fully described under the section entitled “Terms of the Merger Agreement — Termination Fees; Effect of Termination” beginning on page77 of this proxy statement.
Changes in Board Recommendation (Page 67)
Prior to obtaining stockholder approval of the proposal to approve the merger agreement, the GPIC board of directors may change its recommendation that GPIC stockholders approve the merger agreement if  (i) the GPIC board of directors determines, after consultation with its outside counsel and financial advisors, that a bona fide acquisition proposal from a person (other than Angel) or an excluded party is a superior offer and (ii) GPIC has provided Angel, at least five business days in advance, prior written notice advising Angel that it intends to effect a change in recommendation and has given Angel an opportunity to propose revisions to the merger agreement or another proposal so that such acquisition proposal would cease to constitute a superior offer. If the GPIC board of directors effects a change in recommendation under the merger agreement, GPIC may terminate the merger agreement and pay, or Angel may terminate the merger agreement and receive, the company termination fee as more fully described below under the section entitled “Terms of the Merger Agreement — Termination Fees; Effect of Termination” beginning on page 77 of this proxy statement.
Conditions to Completion of the Merger (Page 74)
As more fully described in this proxy statement and in the merger agreement, each party’s obligation to complete the merger depends on a number of conditions being satisfied or, where legally permissible, waived, including:

the approval of the merger agreement by GPIC stockholders;

if applicable, the expiration or termination of the applicable waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which we refer to as the “HSR Act” in this proxy statement (as described under the section entitled “Proposal 1: Approval of the Merger Agreement — Regulatory Approvals” beginning on page 52 of this proxy statement);
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all of the required gaming approvals shall have been obtained and be in full force and effect, subject to Angel’s ability to waive one or more of such approvals as conditions (described under the section entitled “Proposal 1: Approval of the Merger Agreement — Regulatory Approvals” beginning on page 52 of this proxy statement);

the absence of any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the merger issued by any governmental body of competent jurisdiction and remaining in effect;

the absence of any legal requirement having been promulgated, enacted, issued or deemed applicable to the merger by any governmental body which prohibits or makes illegal the consummation of the merger;

the absence of any action or investigation pending before any governmental body (other than any gaming authority), or threatened by a governmental body (other than any gaming authority), in connection with the merger agreement, the merger or any other transactions contemplated by the merger agreement, which could reasonably be expected to prohibit or prevent, or otherwise materially deprive GPIC or Angel of the benefits of, the consummation of the transactions contemplated by the merger agreement;

solely with respect to the obligations of Angel and Merger Sub, since the date of the merger agreement, there has not occurred any change, effect, development or circumstance that, individually or in the aggregate, constitutes or is reasonably likely to constitute a material adverse effect on GPIC (as defined under the section entitled “Terms of the Merger Agreement — Representations and Warranties” beginning on page 58 of this proxy statement);

solely with respect to the obligations of Angel and Merger Sub, GPIC has repaid in full all its indebtedness with Nevada State Bank in accordance with the payoff letter delivered to Angel (as described under the section entitled “Terms of the Merger Agreement — Other Covenants and Agreements” beginning on page 73 of this proxy statement);

solely with respect to the obligations of Angel and Merger Sub, all the consents (other than gaming approvals) specified in certain confidential disclosures that GPIC delivered to Angel concurrently with the execution of the merger agreement shall have been obtained and be in full force and effect;

the accuracy of all representations and warranties made by the other party in the merger agreement, except, in most, but not all cases, for inaccuracies that do not, individually or in the aggregate, constitute a material adverse effect;

performance in all material respects by the other party of its obligations under the merger agreement; and

each party having received a certificate signed by an executive officer of the other party certifying as to the satisfaction of certain conditions to the obligations of such other party.
How the Merger Agreement May Be Terminated (Page 75)
The merger agreement may be terminated at any time prior to the effective time of the merger by mutual written consent of each of Angel and GPIC. In addition, either Angel or GPIC may terminate the merger agreement before the effective time of the merger, if:

the merger has not been completed on or before midnight, Eastern Time, on December 31, 2019 (which date is referred to in this proxy statement as the “end date”), which date may be extended to a date not later than March 30, 2020 under certain circumstances described under the section entitled “Terms of the Merger Agreement — Termination of the Merger Agreement” beginning on page 75 of this proxy statement; provided, that this termination right will not be available to either party if its action or failure to act constitutes a material breach or violation of any of its covenants, agreements or other obligations hereunder and such material breach or violation has
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been the principal cause of or directly resulted in (i) the failure to satisfy the conditions to the obligations of the terminating party to consummate the merger prior to the termination date (as the same may be extended) or (ii) the failure of the closing of the merger to occur by the end date (as the same may be extended);

any restraint is in effect enjoining or otherwise prohibiting the consummation of the merger, and such restraint has become final and non-appealable, provided that this termination right will not be available to a party whose material breach of the terms and conditions of the merger agreement has caused or resulted in the issuance of such final, non-appealable restraint; or

GPIC stockholder approval is not obtained at a duly held stockholders’ meeting or at any adjournment or postponement thereof.
The merger agreement may also be terminated by GPIC if:

Angel or Merger Sub has breached or failed to perform any of their respective representations, warranties, covenants or other agreements set forth in the merger agreement, which breach or failure to perform (i) would reasonably be expected to prevent Parent or Merger Sub from consummating the transactions contemplated by the merger agreement and (ii) is not capable of being cured prior to the end date or is not cured by Angel or Merger Sub on or before the earlier of the end date and the date that is 30 days following the receipt by Angel of written notice from GPIC of such breach or failure; provided that this termination right will not be available if GPIC is then in material breach of any of its representations, warranties, covenants or agreements under the merger agreement; or

prior to obtaining GPIC stockholder approval of the merger agreement, (i) the GPIC board of directors has effected a change in recommendation to the extent permitted by, and subject to the terms and conditions of, the merger agreement or (ii) in connection with entering into an alternative acquisition agreement with respect to a superior offer to the extent permitted by and subject to the terms of the merger agreement, in each case so long as concurrently with such termination, GPIC pays, or causes to be paid, to Angel the company termination fee of $4.0 million described under the section entitled “Terms of the Merger Agreement — Termination Fees; Effect of Termination” beginning on page 77 of this proxy statement.
The merger agreement may also be terminated by Angel if:

GPIC has breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in the merger agreement, which breach or failure to perform (i) would give rise to the failure of a condition to Angel’s and Merger Sub’s obligation to consummate the merger and (ii) is not capable of being cured prior to the end date or is not cured by GPIC on or before the earlier of the end date and the date that is 30 days following the receipt by GPIC of written notice from Angel of such breach or failure, provided that this termination right will not be available if Angel or Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements under the merger agreement;

a change in recommendation has occurred; or

at any time prior to the effective time of the merger, GPIC causes a material breach of the terms and conditions of  (i) the non-solicitation provisions of the merger agreement (as described in the section entitled “Terms of the Merger Agreement — No Solicitation of Acquisition Proposals” beginning on page 64 of this proxy statement) or (ii) the board recommendation provisions of the merger agreement (as described in the section entitled “Terms of the Merger Agreement —  Changes in Board Recommendation” beginning on page 64 of this proxy statement) that either results in an acquisition proposal or materially hinders, materially delays or prevents the consummation of the transactions contemplated under the merger agreement.
See the section entitled “Terms of the Merger Agreement — Termination of the Merger Agreement” beginning on page 75 of this proxy statement.
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Effects of Termination of the Merger Agreement (Page 77)
If the merger agreement is terminated pursuant to its terms, the merger agreement will be of no further force or effect and there will be no liability on the part of Angel, Merger Sub or GPIC (or any of their respective former, current or future officers, directors, partners, stockholders, managers, members or affiliates) following any such termination, subject to certain specified exceptions including, among others, that (i) certain specified provisions of the merger agreement will survive, including the termination fee provisions and other effects of termination described under the section entitled “Terms of the Merger Agreement — Termination Fees; Effect of Termination” beginning on page 77 of this proxy statement and (ii) the covenants and agreements set forth in the merger agreement governing the confidentiality obligations of GPIC and Merger Sub will survive.
Generally, all costs and expenses incurred in connection with the merger agreement, the merger and the other transactions contemplated under the merger agreement will be paid by the party incurring those expenses; however, in connection with the termination of the merger agreement, under specified circumstances set forth in the merger agreement, including upon a change in the recommendation of the GPIC board of directors or termination of the merger agreement for GPIC to enter into a written definitive agreement for a superior offer, GPIC may be required to pay to Angel a termination fee of  $4.0 million or GPIC may be required to pay Angel a termination fee of  $15.0 million if GPIC intentionally breaches any representation or warranty contained in the merger agreement or if GPIC materially breaches the terms of the no-solicitation provisions or board recommendation provisions of the merger agreement, in each case subject to the circumstances of such termination as set forth in the merger agreement. In the event a termination fee becomes payable, such termination fee will be the sole and exclusive remedy for monetary damages to which Angel and Merger Sub will be entitled, without limiting the ability of Angel and Merger Sub to seek damages for fraud, which damages may be recovered, to the extent proven, in excess of any applicable termination fee.
See the section entitled “Terms of the Merger Agreement — Termination Fees; Effect of Termination” beginning on page 77 of this proxy statement for a discussion of the circumstances under which such a termination fee will be required to be paid.
Material U.S. Federal Income Tax Considerations of the Merger for U.S. Holders (Page 53)
The exchange of shares of our common stock for cash pursuant to the merger will generally be a taxable transaction to U.S. holders for U.S. federal income tax purposes. A “U.S. holder” (as defined in 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 this proxy statement) who exchanges shares of our common stock for cash in the merger generally will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares. You should consult your tax advisor for complete analysis of the U.S. federal, state, local and/or foreign tax consequences of the merger to you. 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 this proxy statement.
Regulatory Approvals (Page 52)
Antitrust Filings
The merger is subject to the mandatory notification and waiting period requirements of the HSR Act, if applicable, which requires that we and Angel furnish certain information and materials relating to the merger to the Antitrust Division of the United States Department of Justice, which we refer to as the “Antitrust Division” in this proxy statement, and the Federal Trade Commission, which we refer to as the “FTC” in this proxy statement. Under the HSR Act, the merger may not be consummated until the applicable waiting period has expired or been terminated by the Antitrust Division or the FTC. At this time, we and Angel do not believe that we are required to make such notification. However, we may be required to make such notification at some point prior to closing.
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Required Gaming Approvals
The parties have agreed that receipt of gaming approvals from approximately 11 specified jurisdictions, which we refer to as the “required gaming approvals” in this proxy statement, is a condition to closing the merger. See the section entitled “Terms of the Merger Agreement — Consents, Approvals and Filings” beginning on page 69 of this proxy statement for a definition of  “gaming approvals,” as used in this proxy statement.
Angel may under certain circumstances waive the condition relating to any such required gaming approval on behalf of both Angel and GPIC if consummation of the merger in the absence of such required gaming approval would not constitute a violation of applicable law. In addition to the jurisdictions identified by the parties as conditions to the merger, either GPIC or Angel may make further filings with gaming regulators in various jurisdictions as may be required by applicable law, but the expiration of any waiting periods, or receipt of any required approvals, in connection with such filings will not be conditions to the consummation of the merger.
By the time this proxy statement is mailed to stockholders, we expect Angel to have filed or has caused to be filed all initial applications and documents in connection with obtaining the required gaming approvals and with respect to certain of such approvals the parties have already received confirmation that all obligations necessary to be fulfilled prior to the merger have been satisfied. GPIC anticipates that Angel will obtain the required gaming approvals in the remaining specified jurisdictions prior to the end of 2019.
Although we do not expect these regulatory authorities to raise any significant concerns in connection with their review of the merger, there is no assurance that GPIC and Angel will obtain all required regulatory approvals or that those approvals will not include terms, conditions or restrictions that may have an adverse effect on us or, after completion of the merger, Angel.
Voting Agreement (Page 80)
The voting agreement requires Holding Wilson, S.A. and Mrs. Carretté, who collectively own approximately 50.31% of the outstanding GPIC common stock, to, among other things, vote their shares of GPIC common stock in favor of the proposal to approve the merger agreement and certain related matters, as applicable, and against alternative acquisition proposals. Additionally, each of Holding Wilson, S.A. and Mrs. Carretté has granted Angel an irrevocable proxy (subject to the terms and conditions set forth in the voting agreement) to vote the shares of GPIC common stock held by such stockholder in favor of the approval of the merger agreement and against any alternative acquisition proposal. However, if the GPIC board of directors changes its recommendation to approve the merger agreement or if the merger agreement is terminated, in each case in accordance with the terms set forth in the merger agreement, including in respect of a superior offer, all stockholder parties to the voting agreement will be relieved of their obligation to approve the merger agreement and all other voting obligations under the voting agreement. Accordingly, because they collectively own a majority of the GPIC common stock, if the stockholder parties to the voting agreement are not relieved of their voting obligations, the vote required to approve the merger agreement will be obtained and the merger agreement will be approved at the special meeting. Subject to the terms therein, the voting agreement will terminate upon the earlier to occur of (i) the consummation of the merger, (ii) the termination of the merger agreement in accordance with its terms or (iii) the occurrence of a change in recommendation (as described under the section entitled “Terms of the Merger Agreement — Changes in Board Recommendation” beginning on page 64 of this proxy statement).
Market Price of GPIC Common Stock and Dividend Information (Page 82)
Our common stock is listed on NASDAQ under the trading symbol “GPIC.” The closing price of our common stock on NASDAQ on November 27, 2018, which was the last trading day before we announced the merger, was $7.69. The merger consideration represents a premium of approximately 78.9% to the closing price of our common stock on November 27, 2018 and a premium of approximately 59.1% over the average closing price of our common stock for the 90-day period ended November 27, 2018. On January 31, 2019, the last trading day before the record date for the special meeting, the closing price of our common stock on NASDAQ was $12.97. Under the terms of the merger agreement, with the exception of a $0.12 per
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share special dividend which our board of directors was authorized to declare in December 2018 and, assuming the merger has not yet been consummated, is authorized to declare in December 2019, we may not declare, authorize, make or pay any dividend or other distribution on our common stock during the pendency of the merger.
Fees and Expenses (Page 78)
All fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby, including the merger, will be paid by the party incurring such fees or expenses, whether or not the merger or any of the other transactions contemplated by the merger agreement are consummated, with certain exceptions expressly set forth in the merger agreement.
Litigation Relating to the Merger (Page 53)
GPIC is not aware of any pending litigation relating to or challenging the merger as of the date of this proxy statement.
No Dissenter’s Rights (Page 54)
Pursuant to the Nevada Revised Statutes (which we refer to as the “NRS” in this proxy statement) Section 92A.390, no dissenter’s rights or rights of appraisal will apply in connection with the merger.
Effects on GPIC if the Merger is not Completed (Page 77)
In the event that the proposal to adopt the merger agreement does not receive the required approval from our stockholders, or if the merger is not completed for any other reason, you will not receive any payment for your shares of GPIC common stock in connection with the merger. Instead, GPIC will remain an independent public company and stockholders will continue to own their shares of GPIC common stock. Under certain circumstances, if the merger agreement is terminated, we may be obligated to pay to Angel a termination fee. See the section entitled “Terms of the Merger Agreement — Termination Fees; Effect of Termination” beginning on page 77 of this proxy statement.
Help in Answering Questions
If you have any questions about the special meeting, the merger agreement or the transactions contemplated by the merger agreement, including the merger, after reading the proxy statement, you may contact Morrow Sodali LLC, which is assisting us in the solicitation of proxies, toll free at (800) 662-5200 or by E-mail at GPIC.info@morrowsodali.com.
NEITHER THE U.S. SECURITIES EXCHANGE COMMISSION, WHICH WE REFER TO AS THE “SEC” IN THIS PROXY STATEMENT, NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS DESCRIBED IN THIS DOCUMENT, INCLUDING THE MERGER, OR DETERMINED IF THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
The following questions and answers are intended to address some commonly asked questions regarding the special meeting and the merger. These questions and answers may not address all questions that may be important to you as a holder of our common stock. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.
Q:
Why am I receiving these materials?
A:
You are receiving this proxy statement and the accompanying proxy card because you owned shares of our common stock at the close of business on February 1, 2019, the record date for the special meeting. Our board of directors is providing these proxy materials to give you information for use in determining how to vote in connection with the matters to be considered at the special meeting.
Q:
When and where is the special meeting?
A:
The special meeting will take place 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.
Q:
What matters will be voted on at the special meeting?
A:
We will ask you: (i) to consider and vote upon a proposal to approve the merger agreement by and among GPIC, Angel and Merger Sub, pursuant to which Merger Sub will merge with and into GPIC with GPIC continuing as the surviving corporation and becoming a wholly owned subsidiary of Angel, thereby approving the merger; and (ii) 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.
Q:
What is the proposed transaction?
A:
Under the terms of the merger agreement, upon completion of the merger, Merger Sub will be merged with and into GPIC, with GPIC continuing as the surviving corporation and becoming a wholly owned subsidiary of Angel. If the merger is completed, our common stock will cease to be traded on NASDAQ and you will not own any shares of the capital stock of the surviving corporation as a result of the merger.
Q:
What will I receive if the merger is completed?
A:
If the merger is completed, each share of GPIC common stock that you own immediately prior to the effective time of the merger will be canceled and converted into the right to receive $13.75 in cash, without interest and less any applicable withholding taxes. You will not own shares in the surviving corporation.
Q:
Should I send in my stock certificates now?
A:
No. Please do not send your stock certificates now. If the merger is completed, GPIC stockholders holding GPIC stock certificates will receive a letter of transmittal instructing such stockholders to send their stock certificates to the paying agent in order to receive the cash payment of the merger consideration for each share of our common stock represented by the stock certificates. Holders of stock certificates should use the letter of transmittal to exchange their stock certificates for the cash payment to which they are entitled upon completion of the merger. Please do not send in your stock certificates with your proxy card.
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Q:
What happens if I sell or transfer my shares of common stock after the record date but before the special meeting?
A:
If you sell or transfer your shares of our common stock after the record date but before the special meeting, you will transfer the right to receive the merger consideration, if the merger is completed, to the person to whom you sell or transfer your shares of our common stock, but you will retain your right to vote these shares at the special meeting unless you have granted the purchaser of your shares the right to vote your shares.
Q:
What happens if the market price of shares of GPIC common stock changes before the closing of the merger?
A:
No change will be made to the merger consideration of  $13.75 per share of GPIC common stock as a result of a change in the market price of our common stock.
Q:
What vote is required to approve the merger agreement?
A:
Under Nevada law and as a condition to the consummation of the merger, approval of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of GPIC common stock at the close of business on the record date entitled to vote at the special meeting. As of the record date, there were 8,085,594 shares of GPIC common stock outstanding. Accordingly, a GPIC stockholder’s failure to submit a proxy card or to vote in person at the special meeting, an abstention from voting or the failure of a GPIC stockholder who holds his or her shares in “street name” through a broker, bank or other nominee to give voting instructions to such broker, bank or other nominee, which we refer to as a broker non-vote, will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement.
The voting agreement requires Holding Wilson, S.A. and Mrs. Carretté, who collectively own approximately 50.31% of the outstanding GPIC common stock, to, among other things, vote their shares of GPIC common stock in favor of the proposal to approve the merger agreement and certain related matters, as applicable, and against alternative acquisition proposals. Additionally, each of Holding Wilson, S.A. and Mrs. Carretté has granted Angel an irrevocable proxy (subject to the terms and conditions set forth in the voting agreement) to vote the shares of GPIC common stock held by such stockholder in favor of the approval of the merger agreement and against any alternative acquisition proposal. However, if the GPIC board of directors changes its recommendation to approve the merger agreement or if the merger agreement is terminated, in each case in accordance with the terms set forth in the merger agreement, including in respect of a superior offer, all stockholder parties to the voting agreement will be relieved of their obligation to approve the merger agreement and all other voting obligations under the voting agreement. Accordingly, because they collectively own a majority of the outstanding GPIC common stock, if the stockholder parties to the voting agreement are not relieved of their voting obligations, the vote required to approve the merger agreement will be obtained and the merger agreement will be approved at the special meeting.
Q:
What vote is required for the adjournment proposal?
A:
Assuming a quorum is present, approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal. Accordingly, abstentions and broker non-votes will have no effect on the outcome of the adjournment proposal.
Q:
What constitutes a quorum?
A:
The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of common stock entitled to vote at any meeting of GPIC stockholders shall constitute a quorum for the transaction of any business at such meeting. As of February 1, 2019, the record date for the special meeting, 4,042,798 shares of GPIC common stock will be required to obtain a quorum. When a quorum is present to organize a meeting of GPIC stockholders, it is not broken by the subsequent withdrawal of any GPIC stockholders. Abstentions and any broker non-votes are considered as present for the purpose of determining the presence of a quorum.
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Q:
How do the special transaction committee and the GPIC board of directors recommend that I vote?
A:
The special transaction committee after considering all factors that the special transaction committee deemed relevant and after consulting with independent legal and financial advisors, 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. Our board of directors, upon the unanimous recommendation of the special transaction committee and after considering all factors that the GPIC board of directors deemed relevant and after consulting with independent legal and financial advisors, 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. Material factors considered by the special transaction committee and our board of directors in reaching its decision to approve the merger agreement and the merger can be found in the section entitled “Proposal 1: Approval of the Merger Agreement — Reasons for the Merger” beginning on page 33 of this proxy statement.
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.
Q:
What is the difference between holding shares as a stockholder of record and a beneficial owner?
A:
Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record.   If your shares are registered directly in your name with our transfer agent, Broadridge Financial Solutions, Inc., which we refer to as “Broadridge” in this proxy statement, you are considered the stockholder of record with respect to those shares, and these proxy materials are being sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote your shares in person at the special meeting. We have enclosed a proxy card for you to use.

Beneficial Owner.   If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you together with a voting instruction card by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares and you are also invited to attend the special meeting where you can vote your shares in person by following the procedure described below.

Because a beneficial owner is not the stockholder of record, you may not vote these shares at the special meeting, unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the special meeting. You should allow yourself enough time prior to the special meeting to obtain this proxy from your broker, bank or other nominee who is the stockholder of record.
Q:
How do I vote my shares of GPIC common stock?
A:
Before you vote, you should carefully read and consider the information contained in or incorporated by reference in this proxy statement, including the Annexes. You should also determine whether you hold your shares of our common stock directly in your name as a registered stockholder (which would mean that you are a “stockholder of record”) or through a broker, bank or other nominee, because this
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will determine the procedure that you must follow in order to vote. You are a registered holder of our common stock if you hold your GPIC common stock as a stockholder of record in certificate form or if you hold your GPIC common stock in your name directly with our transfer agent, Broadridge. If you are a registered holder of our common stock, you may vote in any of the following ways:

Via the Internet — If you choose to vote via the Internet, go to the website indicated on the enclosed proxy card and follow the easy instructions. You will need the control number shown on your proxy card in order to vote.

Via Telephone — If you choose to vote via telephone, use a touch-tone telephone to call the phone number indicated on the enclosed proxy card and follow the easy voice prompts. You will need the control number shown on your proxy card in order to vote.

Via Mail — If you choose to vote via mail, simply mark your proxy card, date and sign it, and return it in the postage-paid envelope provided. Proxy cards that are returned without a signature will not be counted as present at the special meeting and cannot be voted.

At the Special Meeting — Stockholders of record who attend the special meeting may vote in person by following the procedures described above, and any previously submitted proxies will be superseded by the vote cast at the special meeting.
Although GPIC offers four different voting methods, GPIC encourages you to vote through the Internet, as GPIC believes it is the most cost-effective method. We also recommend that you vote as soon as possible, even if you are planning to attend the special meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective alternatives to returning your proxy card by mail. If you vote your shares of GPIC common stock through the Internet, you may incur costs associated with electronic access, such as usage charges from Internet access providers.
Q:
If I hold my shares through a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?
A:
Yes, but only if you properly instruct them to do so. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement has been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares. Because a beneficial owner is not the stockholder of record, you may not vote these shares at the special meeting, unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the special meeting. You should allow yourself enough time prior to the special meeting to obtain this proxy from your broker, bank or other nominee who is the stockholder of record.
If you hold your shares in street name through a broker, bank or other nominee, please refer to the information on the voting instruction card forwarded to you by your bank, broker or other nominee to see which voting options are available to you. In many cases, you may be able to submit your voting instructions by the Internet or telephone. If you do not properly submit your voting instructions, the broker, bank or other nominee will not be able to vote on these proposals. Under applicable rules, brokers, banks and other nominees have the discretion to vote on routine matters. The proposals in this proxy statement are non-routine matters, and therefore brokers, banks and other nominees cannot vote on these proposals without your instructions. This is called a “broker non-vote.” Therefore, it is important that you cast your vote by instructing your broker, bank or nominee on how you wish to vote your shares.
We believe that (i) under the NRS, broker non-votes, if any, will be counted for purposes of determining the presence or absence of a quorum at the special meeting and (ii) under the current rules of NASDAQ, brokers do not have discretionary authority to vote on any of the proposals being voted
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upon at the special meeting. To the extent that there are any broker non-votes, a broker non-vote will have the same effect as a vote “AGAINST” the proposal to approve the merger agreement but will have no effect on the outcome of the adjournment proposal.
Q:
What happens if I return my proxy card but I do not indicate how to vote?
A:
If you return a properly executed proxy card (including proxies received via the Internet or by telephone), but do not include instructions on how to vote, your shares of our common stock will be voted “FOR” the approval of the merger agreement, thereby voting such shares in favor of approving the merger, and “FOR” the approval of the adjournment proposal. We do not currently intend to present any other proposals for consideration at the special meeting.
Q:
What happens if I abstain from voting on a proposal?
A:
It is important that you vote your shares. Because, under the NRS, the approval of the merger agreement requires the affirmative vote of a majority of the voting power of the outstanding shares of GPIC common stock, and because, under the NRS and GPIC’s bylaws, the approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the adjournment proposal, your abstention will have the same effect as a vote “AGAINST” approval of the merger agreement but will have no effect on the outcome of the adjournment proposal.
Q:
May I change my vote after I have mailed my signed proxy card or otherwise submitted my vote?
A:
Yes. Even after you sign the proxy card or voting instruction card in the form accompanying this proxy statement, vote via telephone or vote via the Internet, you retain the power to revoke your proxy or change your vote. You can revoke your proxy or change your vote at any time before it is exercised by giving written notice to our Corporate Counsel at Gaming Partners International Corporation, 3945 West Cheyenne Avenue, Suite 208, North Las Vegas, Nevada 89032, Attn: Corporate Counsel, specifying such revocation. You may also change your vote by timely delivery of a valid, later-dated proxy or by attending and voting in person at the special meeting. If you have voted via the Internet or by telephone, you may change your vote by signing on to the website and following the prompts or calling the toll-free number again and following the instructions.
If your shares are held in street name, you must contact your bank, broker or other nominee in order to revoke your proxy or change your vote.
Q:
What does it mean if I receive more than one set of proxy materials?
A:
This means that you hold shares of GPIC in more than one way. For example, you may own some shares directly as a stockholder of record and other shares as a beneficial owner through a broker, or you may own shares as a beneficial owner through more than one broker. In these situations, you may receive more than one set of proxy materials or multiple control numbers for use in submitting your proxy. To ensure that all of your shares are voted, sign and return each proxy card or voting instruction card you receive or, if you submit your proxy through the Internet or by telephone, vote at least once for each proxy card or control number you receive.
Q:
When do you expect the merger to be completed?
A:
The parties to the merger agreement are working toward completing the merger as promptly as possible. The parties currently anticipate that the merger will be completed by the end of 2019, although there can be no assurance that the parties will be able to do so by then or at all. Completion of the merger is subject to a number of conditions specified in the merger agreement. See the section entitled “Terms of the Merger Agreement — Conditions to Completion of the Merger” beginning on page 74 of this proxy statement.
Q:
If the merger is completed, how will I receive the cash for my shares?
A:
If the merger is completed and your shares of our common stock are held in book-entry or in “street name,” You may receive instructions from your broker, bank or other nominee as to what action, if
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any, you need to take to effect the surrender of your “street name” shares in exchange for the Merger Consideration. If you are a stockholder of record with your shares held in certificate form, you will receive a letter of transmittal with instructions on how to send your certificates for shares of our common stock to the paying agent in connection with the merger. The paying agent will issue and deliver to you a check for your shares after you comply with these requirements. See the section entitled “Terms of the Merger Agreement — Exchange of Shares in the Merger” beginning on page 57 of this proxy statement.
Q:
Is the merger taxable to GPIC stockholders?
A:
The exchange of shares of our common stock for cash pursuant to the merger will generally be a taxable transaction to U.S. holders for U.S. federal income tax purposes and may also be a taxable transaction under applicable local and/or foreign income or other tax laws. In general, for U.S. federal income tax purposes, a “U.S. holder” (as defined in 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 this proxy statement) who exchanges shares of our common stock for cash in the merger will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares.
You should read 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 this proxy statement for a more complete discussion of the U.S. federal income tax consequences of the merger to you. You should also consult your tax advisor to determine the particular U.S. federal, state, local, and/or foreign tax consequences of the merger to you.
Q:
What happens if the merger is not completed?
A:
If the merger agreement is not approved by the stockholders or if the merger is not completed for any other reason, stockholders will not receive any payment for their shares of our common stock in connection with the merger. Instead, our common stock will continue to be listed and traded on NASDAQ. In certain circumstances, we or Angel may be required to pay a termination fee of $4.0 million or $15.0 million, as the case may be, as described under the section entitled “Terms of the Merger Agreement — Termination Fees; Effect of Termination” beginning on page 77 of this proxy statement.
Q:
What conditions must be satisfied to complete the merger?
A:
There are several conditions which must be satisfied to complete the merger, including, among others, customary conditions relating to the approval of the merger agreement by the requisite vote of GPIC’s stockholders, the receipt of certain approvals from gaming authorities and the accuracy of the representations and warranties of the parties set forth in the merger agreement, subject in most cases to “materiality” and “material adverse effect” qualifications. Additionally, each of the parties shall have performed in all material respects all material obligations required to be performed by such party. Consummation of the merger is not subject to any financing condition. See the section entitled “Terms of the Merger Agreement — Conditions to Completion of the Merger” beginning on page 74 of this proxy statement.
Q:
Am I entitled to exercise dissenter’s rights instead of receiving the merger consideration for my shares?
A:
No. Pursuant to NRS Section 92A.390, you are not entitled to exercise dissenter’s rights with respect to the merger agreement or the transactions contemplated thereby, including the merger, as further explained under the section entitled “Proposal 1: Approval of the Merger Agreement — No Dissenter’s Rights” beginning on page 54 of this proxy statement.
Q:
What is a proxy?
A:
A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of GPIC common stock. The written document describing the matters to be considered and voted on at
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the special meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of common stock is called a “proxy card.”
Q:
Who will count the votes?
A:
The votes will be counted by a representative of Broadridge, GPIC’s transfer agent, who will act as the inspector of election appointed for the special meeting.
Q:
Where can I find the voting results of the special meeting?
A:
GPIC intends to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports GPIC files with the SEC are publicly available when filed. See the section entitled “Where Stockholders Can Find More Information” beginning on page 86 of this proxy statement.
Q:
Who can help answer my questions?
A:
If you would like additional copies, without charge, of this proxy statement or if you have questions about the merger agreement or the merger, including the procedures for voting your shares, you should contact Morrow Sodali LLC, our proxy solicitation firm, at:
Address: 470 West Avenue
Stamford, Connecticut 06902
Toll free: (800) 662-5200
E-mail: GPIC.info@morrowsodali.com
If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
All statements in this communication other than statements of historical fact contained in this report are forward-looking statements. Forward-looking statements usually relate to future events and anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words “anticipate,” “guidance,” “assumptions,” “projects,” “estimates,” “outlook,” “expects,” “continues,” “intends,” “plans,” “believes,” “forecasts,” “future,” “potential,” “may,” “foresee,” “possible,” “should,” “would,” “could” and variations of such words or similar expressions, including the negative thereof. These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.
Risks and uncertainties that could cause results to differ materially from those expected by the management of the Company include the expected timing and likelihood of completion of the proposed transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could reduce anticipated benefits or cause the parties to abandon the proposed transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that our stockholders may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of GPIC common stock, the risk of any unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and maintain relationships with its suppliers and customers and on its operating results and businesses generally, the risk the pending proposed transaction could distract management of the Company and it will incur substantial costs and other important factors that could cause actual results to differ materially from those projected.
All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’ businesses, including those described in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time by the Company with the U.S. Securities and Exchange Commission, which we refer to as the “SEC” in this proxy statement. We wish to caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.
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PARTIES INVOLVED IN THE MERGER
Gaming Partners International Corporation
3945 West Cheyenne Avenue, Suite 208
North Las Vegas, Nevada 89032
Telephone: (702) 384-2425
GPIC manufactures and supplies casino table game equipment to licensed casinos worldwide. Under the brand names of Paulson®, Bourgogne et Grasset®, Gemaco®, Dolphin® and Bud Jones®, GPIC provides casino currency, including chips; plaques and jetons; playing cards; table layouts; gaming furniture and table accessories; dice; and roulette wheels. GPIC pioneered the use of security features like radio frequency identification device (RFID) technology in casino currency, and offers RFID solutions including RFID readers, software, and displays. Headquartered in North Las Vegas, Nevada, GPIC also has facilities in Beaune, France; San Luis Rio Colorado, Mexico; Blue Springs, Missouri; Galloway, New Jersey; Gulfport, Mississippi; and Macau S.A.R., China.
GPIC’s common stock is listed on NASDAQ under the symbol “GPIC.”
GPIC’s principal executive offices are located at 3945 West Cheyenne Avenue, Suite 208, North Las Vegas, Nevada 89032, its telephone number is (702) 384-2425 and its Internet website address is www.gpigaming.com. The information provided on or accessible through GPIC’s website is not part of this proxy statement and is not incorporated in this proxy statement by this or any other reference to its website provided in this proxy statement.
Angel Holdings Godo Kaisha
8-1-5 Seikadai Seika-cho, Souraku-gun
Kyoto, 619-0238
Japan
Angel manufactures and supplies playing cards and card games for both the gaming industry and the retail market. A world leader in casino playing cards and table game equipment, Angel’s many groundbreaking innovations include the best-selling Angel Protect Pre-shuffled Cards, and the Angel Eye® series of electronic shoes. Angel’s principal business office is located in Kyoto, Japan, with manufacturing facilities in Japan and Singapore. Angel also has offices in the United States, Macau, Australia and the Philippines.
Angel’s principal executive offices are located at 8-1-5 Seikadai Seika-cho, Souraku-gun, Kyoto, 619-0238, Japan, and its telephone number is +81-774-98-6780.
AGL Nevada Corporation
8-1-5 Seikadai Seika-cho, Souraku-gun
Kyoto, 619-0238
Japan
AGL Nevada Corporation, a wholly owned subsidiary of Angel, is a Nevada corporation that was formed on November 9, 2018 for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement, including the merger. Merger Sub has not engaged in any business other than in connection with the merger and other related transactions. Upon the terms and subject to the conditions of the merger agreement, Merger Sub will be merged with and into GPIC, with Merger Sub ceasing to exist and GPIC surviving the merger as a wholly owned subsidiary of Angel.
Merger Sub’s principal executive offices are located at 8-1-5 Seikadai Seika-cho, Souraku-gun, Kyoto, 619-0238, Japan, and its telephone number is +81-774-98-6780.
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THE SPECIAL MEETING
This section contains information about the special meeting of GPIC stockholders that has been called to consider and vote upon a proposal to approve the merger agreement and 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.
This proxy statement is being provided to the stockholders of GPIC as part of a solicitation of proxies by the GPIC board of directors for use at the special meeting to be held at the date, time and place specified below, and at any properly convened meeting following an adjournment or postponement thereof for the purposes set forth in this proxy statement and in the accompanying notice of special meeting.
Date, Time and Place
A special meeting of stockholders of GPIC is scheduled 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, unless the special meeting is adjourned or postponed. We intend to mail this proxy statement and the accompanying proxy card on or about February 5, 2019 to all stockholders entitled to vote at the special meeting.
Purpose of the Special Meeting
At the special meeting, stockholders will be asked:

to consider and vote upon a proposal to approve the merger agreement, which provides for the merger of Merger Sub, with and into GPIC, with GPIC continuing as the surviving corporation, and the conversion in the merger of each share of GPIC common stock, other than the excluded shares, into the right to receive $13.75 in cash, without interest and less any applicable withholding taxes; and

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.
Recommendations of the Special Transaction Committee and Our Board of Directors
The special transaction committee 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, among other things, 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, after careful consideration and acting after having received the unanimous recommendation of 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, 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 the special transaction committee and after consultation with independent legal and financial advisors, and in part after consideration of a number of other factors that the special transaction committee and the GPIC board of directors deemed relevant.
The material factors considered by the special transaction committee and the GPIC board of directors in reaching its decision to approve the merger agreement and the merger can be found in the section entitled “Proposal 1: Approval of the Merger Agreement — Reasons for the Merger” beginning on page 33 of this 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 GPIC stockholders vote “FOR” the approval of the merger agreement, thereby approving the merger, and “FOR” the adjournment proposal.
Our stockholders must approve the merger agreement in order for the merger to occur. If our stockholders fail to approve the merger agreement, the merger will not occur. The voting agreement requires Holding Wilson, S.A. and Elisabeth Carretté, who collectively own approximately 50.31% of the outstanding GPIC common stock, to, among other things, vote their shares of GPIC common stock in favor of the proposal to approve the merger agreement and certain related matters, as applicable, and against alternative acquisition proposals. Additionally, each of Holding Wilson, S.A. and Mrs. Carretté has granted Angel an irrevocable proxy (subject to the terms and conditions set forth in the voting agreement) to vote the shares of GPIC common stock held by such stockholder in favor of the approval of the merger agreement and against any alternative acquisition proposal. However, if the GPIC board of directors changes its recommendation to approve the merger agreement or if the merger agreement is terminated, in each case in accordance with the terms set forth in the merger agreement, including in respect of a superior offer, all stockholder parties to the voting agreement will be relieved of their obligation to approve the merger agreement and all other voting obligations under the voting agreement. Accordingly, because they collectively own a majority of the outstanding GPIC common stock, if the stockholder parties to the voting agreement are not relieved of their voting obligations, the vote required to approve the merger agreement will be obtained and the merger agreement will be approved at the special meeting.
A copy of the merger agreement is attached as Annex A to this proxy statement and a copy of the voting agreement is attached as Annex B, and each is incorporated herein by reference, which we encourage you to read carefully and in their entirety.
Record Date and Voting Information
Only holders of record of our common stock 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 and any adjournments or postponements thereof. Each holder of record of our common stock on the record date will be entitled to one vote for each share held as of the record date on each matter submitted to stockholders for approval at the special meeting. If you sell or transfer your shares of our common stock after the record date but before the special meeting, you will transfer the right to receive the per share merger consideration, if the merger is completed, to the person to whom you sell or transfer your shares of our common stock, but you will retain your right to vote these shares at the special meeting unless you have granted the purchaser of your shares the power to vote your shares.
As of the close of business on the record date, there were 8,085,594 shares of GPIC common stock, par value $0.01 per share, issued, outstanding and entitled to vote at the special meeting, which shares were held by approximately 70 holders of record.
Brokers, banks or other nominees who hold shares in “street name” for clients typically have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. Absent specific instructions from the beneficial owner of the shares, however, brokers, banks or other nominees are not allowed to exercise their voting discretion with respect to the approval of non-routine matters, which include all of the proposals being voted on at the special meeting. Proxies submitted without a vote by brokers, banks or other nominees on these matters are referred to as “broker non-votes” and are discussed in greater detail below.
Quorum
At the special meeting, the presence in person or by proxy of the holders of a majority of the voting power of the outstanding shares of stock entitled to vote at the meeting is necessary and sufficient to constitute a quorum for the transaction of any business at such meeting. When a quorum is present to organize a meeting, it is not broken by the subsequent withdrawal of any GPIC stockholders. As of the record date for the special meeting, 4,042,798 shares of GPIC common stock will be required to obtain a
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quorum. Abstentions and broker non-votes are considered as present for the purpose of determining the presence of a quorum. In the event that a quorum is not present, or if there are insufficient votes to approve the merger agreement at the time of the special meeting, it is expected the meeting will be adjourned or postponed to solicit additional proxies.
Required Vote; Effect of Abstentions and Broker Non-Votes
Approval of the merger agreement requires the affirmative vote of a majority of the voting power of the outstanding shares of GPIC common stock entitled to vote at the special meeting, as of the record date for the special meeting. A failure to vote your shares of common stock, an abstention from voting or a broker non-vote will have the same effect as a vote against the proposal 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 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 51% 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 this proxy statement.
Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal.
Abstentions and broker non-votes, if any, will be counted as present in determining whether the quorum requirement is satisfied. A broker non-vote occurs when a broker, bank or other nominee holding shares of a beneficial stockholder does not vote on a particular proposal because it has not received instructions from the beneficial stockholder and the broker, bank or other nominee does not have discretionary voting power for that particular item.
It is important that you vote your shares. Because, under the NRS, the approval of the merger agreement requires the affirmative vote of a majority of the voting power of the outstanding shares of GPIC common stock, and because, under the NRS and GPIC’s bylaws, the approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the adjournment proposal, your abstaining from voting, failure to vote, or failure to instruct your broker, bank or other nominee to vote, will have the same effect as a vote “AGAINST” approval of the merger agreement but will have no effect on the outcome of the adjournment proposal. Shares not in attendance will have no effect on the outcome of any vote on the adjournment proposal.
If the special meeting is adjourned or postponed for any reason, and the record date remains unchanged, at any subsequent reconvening of the special meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the meeting, except for any proxies that have been revoked or withdrawn.
Voting by Stockholders
After carefully reading and considering the information contained in this proxy statement, each stockholder of record of GPIC common stock (that is, if your shares of GPIC common stock are registered in your name with GPIC’s transfer agent, Broadridge) should vote by mail, through the Internet, by telephone or by attending the special meeting and voting by ballot, according to the instructions described below.
For beneficial owners of shares of GPIC common stock, if your shares are held in “street name” through a broker, bank or other nominee, you have the right to direct your broker, bank or other nominee on how to vote your shares. To direct your nominee on how to vote your shares please follow the instructions provided to you by your nominee. Because a beneficial owner is not the stockholder of record, you may not vote these shares at the special meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the special meeting.
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If a properly executed proxy is returned without an indication as to how the shares of common stock represented are to be voted with regard to a particular proposal, the GPIC common stock represented by the proxy will be voted “FOR” such proposal. All shares represented by properly executed proxies received (including proxies received via the Internet or by telephone) in time for the special meeting will be voted at the meeting in the manner specified by the stockholder giving those proxies.
Voting Methods
For stockholders of record:
If your shares are held in your name by GPIC’s transfer agent, Broadridge, you can vote:

Via the Internet — If you choose to vote via the Internet, go to the website indicated on the enclosed proxy card and follow the easy instructions. You will need the control number shown on your proxy card in order to vote.

Via Telephone — If you choose to vote via telephone, use a touch-tone telephone to call the phone number indicated on the enclosed proxy card and follow the easy voice prompts. You will need the control number shown on your proxy card in order to vote.

Via Mail — If you choose to vote via mail, simply mark your proxy card, date and sign it, and return it in the postage-paid envelope provided. Proxy cards that are returned without a signature will not be counted as present at the special meeting and cannot be voted.

At the Special Meeting — Stockholders of record who attend the special meeting may vote in person by following the procedures described above, and any previously submitted proxies will be superseded by the vote cast at the special meeting.
Please do not send in stock certificates or other documents representing GPIC common stock at this time. If the merger is completed, holders of GPIC stock certificates will receive instructions regarding the procedures for exchanging their existing GPIC stock certificates for the payment of the merger consideration.
For beneficial owners:
If your shares are held in “street name” through a broker, bank or other nominee, you have the right to direct your broker, bank or other nominee on how to vote your shares. To direct your nominee on how to vote your shares please follow the instructions provided to you by your nominee. Because a beneficial owner is not the stockholder of record, you may not vote these shares at the special meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the special meeting.
Proxies received at any time before the special meeting and not expired, revoked or superseded before being voted will be voted at the special meeting. If the proxy indicates a specification, it will be voted in accordance with the specification. If no specification is indicated, the proxy will be voted “FOR” the approval of the merger agreement, thereby voting such shares in favor of approving the merger, and “FOR” the approval of the adjournment proposal.
Revocation of Proxies
GPIC stockholders of record retain the power to revoke their proxy or change their vote, even if they sign the proxy card or voting instruction card in the form accompanying this proxy statement, vote via telephone or vote via the Internet. GPIC stockholders can revoke their proxy or change their vote at any time before it is exercised by giving written notice to our Corporate Counsel at Gaming Partners International Corporation, 3945 West Cheyenne Avenue, Suite 208, North Las Vegas, Nevada 89032, Attn: Corporate Counsel, specifying such revocation. GPIC stockholders may also change their vote by timely delivery of a valid, later-dated proxy or by voting by ballot in person at the special meeting. Simply attending the special meeting will not constitute revocation of your proxy.
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If your shares are held in “street name” through a broker, bank or other nominee, you should follow the instructions of such broker, bank or other nominee regarding the revocation of proxies. If you have voted via the Internet or via telephone, you may change your vote by signing on to the website and following the prompts or calling the toll-free number again and following the instructions.
Voting by GPIC’s Directors and Executive Officers
At the close of business on the record date for the special meeting, directors and executive officers of GPIC beneficially owned and were entitled to vote in the aggregate, 261,263 shares of GPIC common stock entitled to vote at the special meeting, or approximately 3.23% of the shares of GPIC common stock outstanding on that date. We currently expect that GPIC’s directors and executive officers will vote their shares in favor of the proposal to approve the merger agreement, although none of them has entered into any agreement obligating them to do so.
Certain directors and executive officers of GPIC have interests that are different from, or in addition to, those of other GPIC stockholders generally. For more information, see the section entitled “Proposal 1: Approval of the Merger Agreement — Interests of GPIC’s Directors and Executive Officers in the Merger” beginning on page 47 of this proxy statement.
Expenses of Proxy Solicitation
This proxy statement is being furnished in connection with the solicitation of proxies by our board of directors. Expenses incurred in connection with printing and mailing of this proxy statement and in connection with notices or other filings with any governmental entities under any laws are the responsibility of GPIC; however, under the terms of the merger agreement, Angel has agreed to reimburse GPIC and be responsible for the expenses incurred by GPIC in connection with its engagement of Morrow Sodali LLC, which we refer to as “Morrow Sodali” in this proxy statement, GPIC’s proxy solicitor. We have engaged the services of Morrow Sodali to solicit proxies for the special meeting. In connection with its retention by us, Morrow Sodali has agreed to provide consulting, analytic and proxy solicitation services in connection with the special meeting. We have agreed to pay Morrow Sodali a fee of approximately $7,500 plus reasonable out-of-pocket expenses for its services and certain fees related to incoming and outgoing stockholder telephone calls, and GPIC will indemnify Morrow Sodali for certain losses arising out of its proxy solicitation services. Copies of solicitation materials will also be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our common stock beneficially owned by others to forward to these beneficial owners. We may reimburse persons representing beneficial owners of our common stock for their costs of forwarding solicitation materials to the beneficial owners. In addition to the solicitation of proxies by mail, solicitation may be made personally, by telephone, by email and by fax, and we may pay persons holding shares for others their expenses for sending proxy materials to their principals. In addition to solicitation by the use of the mails, proxies may be solicited by our directors, officers and employees in person or by telephone, email or other means of communication. No additional compensation will be paid to our directors, officers or employees for their services.
Householding
The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single annual report or proxy statement, as applicable, addressed to those stockholders. This process, commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. GPIC and some brokers may be householding GPIC’s proxy materials by delivering a single set of proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or GPIC that your broker or GPIC will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding, and would prefer to receive a separate proxy statement or annual report, or if you are receiving multiple copies of either document and wish to receive only one, please notify your broker if you are a street name stockholder or GPIC if you are a stockholder of record. You can notify GPIC by sending a written request to our Investor Relations team at
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3945 West Cheyenne Avenue, Suite 208, North Las Vegas, Nevada 89032. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.
Tabulation of Votes
All votes will be tabulated by a representative of Broadridge, GPIC’s transfer agent, who will act as the inspector of election appointed for the special meeting and will separately tabulate affirmative and negative votes, abstentions and broker non-votes.
Confidential Voting
As a matter of policy, GPIC keeps confidential proxies, ballots and voting tabulations that identify individual stockholders. Such documents are available for examination only by the inspector of election and certain of GPIC’s employees and GPIC’s transfer agent and proxy solicitor who are associated with processing proxy cards and tabulating the vote. The vote of any stockholder is not disclosed except (i) where disclosure is required by applicable law, (ii) where disclosure is requested by you, (iii) where GPIC concludes in good faith that a bona fide dispute exists as to the authenticity of one or more proxies, ballots or votes, or as to the accuracy of any tabulation of such proxies, ballots or votes or (iv) in a contested proxy solicitation. Occasionally, stockholders provide written comments on their proxy cards. All comments received are then forwarded to GPIC’s General Counsel or Corporate Secretary. GPIC intends to announce preliminary voting results at the special meeting and to then disclose the final voting results in a Current Report on Form 8-K of GPIC following the special meeting.
Adjournments and Postponements
In addition to the proposal to approve the merger agreement, GPIC stockholders are also being asked to approve a proposal that will give the GPIC board of directors authority to adjourn 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. If a quorum is not present or represented, the person presiding at the special meeting or a majority of the GPIC board of directors may adjourn the special meeting from time to time until a quorum shall be present or represented. In addition, the GPIC board of directors could postpone the meeting before it commences, subject to the terms of the merger agreement, in the circumstances described above and to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure to be disseminated to and reviewed by GPIC’s stockholders prior to the special meeting.
If the special meeting is so adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. If you return a properly executed proxy (including proxies received via the Internet or by telephone) and do not indicate how you wish to vote on any proposal, your shares of GPIC common stock will be voted “FOR” that proposal.
Any adjournment may be made without notice to another time or place if the date, time and place to which the meeting is adjourned is announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if the adjournment is for more than 30 days or, if after the adjournment, the GPIC board of directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting will be given to each GPIC stockholder of record entitled to vote at the adjourned meeting.
Attending the Special Meeting
Only GPIC stockholders of record as of the close of business on February 1, 2019, or their duly appointed proxies, and “street name” holders (those whose shares are held through a broker, bank or other nominee) who bring evidence of beneficial ownership on the record date for the special meeting, such as a copy of your most recent account statement or similar evidence of ownership of GPIC common stock as of the record date for the special meeting, may attend the special meeting. If you are a “street name” holder and you wish to vote at the special meeting, you must also bring a proxy from the record holder (your
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broker, bank or other nominee) of the shares of GPIC common stock authorizing you to vote at the special meeting. All stockholders should bring photo identification (a driver’s license or passport is preferred), as you will also be asked to provide photo identification at the registration desk on the day of the special meeting or any adjournment or postponement of the special meeting. Everyone who attends the special meeting must abide by the rules for the conduct of the meeting. These rules will be printed on the meeting agenda. Even if you plan to attend the special meeting, we encourage you to vote by telephone, Internet or mail so your vote will be counted if you later decide not to attend the special meeting. No cameras, recording equipment, other electronic devices, large bags or packages will be permitted in the special meeting. Stockholders will be admitted to the meeting room starting at 9:30 a.m., local time, and admission will be on a first-come, first-served basis.
Assistance
If you need assistance in completing your proxy card or have questions regarding GPIC’s special meeting, please contact Morrow Sodali, by mail at 470 West Avenue, Stamford, Connecticut 06902, by telephone at (800) 662-5200 (toll free) or by E-mail at GPIC.info@morrowsodali.com.
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PROPOSAL 1: APPROVAL OF THE MERGER AGREEMENT
As discussed below, stockholders are being asked to consider and vote on a proposal to adopt the merger agreement. You should read this proxy statement carefully and in its entirety for more detailed information concerning the merger agreement and the merger. In particular, you should read carefully and in its entirety the merger agreement, which is attached as Annex A to this proxy statement.
The GPIC board of directors unanimously recommends (based in part on the unanimous recommendation of the special transaction committee) that stockholders vote “FOR” the merger proposal.
If you return a properly executed proxy (including proxies received via the Internet or by telephone), but do not indicate instructions on your proxy, your shares of GPIC common stock represented by such proxy will be voted “FOR” the merger proposal.
Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of GPIC common stock entitled to vote as of the record date.
Your failure to vote, or failure to instruct your broker, bank, trust company or other nominee to vote, will have the same effect as a vote “AGAINST” the merger proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the merger proposal.
Effects of the Merger
Pursuant to the terms of the merger agreement, if the merger agreement is approved by GPIC’s stockholders and the other conditions to the closing are either satisfied or waived, at the effective time of the merger, Merger Sub will be merged with and into GPIC, with GPIC surviving the merger as a wholly owned subsidiary of Angel. As a consequence of the merger, GPIC will cease to be a publicly traded company. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.
At the effective time of the merger, (i) each share of GPIC common stock issued and outstanding immediately prior to the effective time of the merger (other than the excluded shares, which are discussed below) will immediately be converted into the right to receive $13.75 in cash, without interest and less any applicable withholding taxes, (ii) each share of GPIC common stock owned by GPIC (or held in GPIC’s treasury) will be canceled and no payment will be made with respect to such shares, (iii) each share of GPIC common stock owned by any of GPIC’s subsidiaries, or Angel, Merger Sub or any of their respective wholly owned subsidiaries will be cancelled and retired and shall cease to exist, and (iv) each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the effective time of the merger will be converted into one fully paid and non-assessable share of common stock, par value $0.01 per share, of the surviving corporation at the consummation of the merger.
At the effective time of the merger, each option to purchase GPIC common stock that is outstanding (whether vested or unvested) immediately prior to the effective time of the merger will be canceled in exchange for the right to receive an amount in cash equal to the excess, if any, of the merger consideration over the exercise price of such option, less any applicable withholding taxes. If the exercise price of the option equals or exceeds the merger consideration, the option will be canceled without the payment of any consideration to the holder.
At the effective time of the merger, each GPIC stock appreciation right that is outstanding and unexercised immediately prior to the effective time of the merger (whether or not then vested or exercisable) will be canceled in exchange for no consideration.
At the effective time of the merger, the articles of incorporation of GPIC will, by virtue of the merger, be amended and restated in their entirety to read as set forth on Annex I of the merger agreement.
Background of the Merger
In February 2015, Mr. Gregory Gronau, GPIC’s former chief executive officer, proposed to Angel Playing Cards Co., Ltd., an affiliate of Angel which we refer to as “APC” in this proxy statement, that the companies discuss possible forms of business collaboration relating to casino businesses, including playing cards and electronic shoes.
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GPIC and APC subsequently entered into a Non-disclosure Agreement dated September 24, 2015 in order to explore potential business collaboration opportunities relating to playing cards and electronic shoes.
On September 29, 2015, Mr. Gronau and Mr. Yasushi Shigeta, Representative Director and President of APC and the sole member of Angel, were each independently attending the Global Gaming Expo in Las Vegas, Nevada and during such event further discussed possible business collaboration.
On May 18, 2016, Mr. Gronau and Mr. Shigeta were again independently attending the Global Gaming Expo Asia in Macau and during such event had a face-to-face meeting. At the meeting, APC presented GPIC with a non-binding proposal letter from APC which included, among others, the following proposals pursuant to which APC would: acquire all or part of the outstanding shares of a subsidiary of GPIC; enter into a distribution agreement with GPIC; or acquire certain gaming assets of GPIC.
On June 21, 2016, Mr. Gronau sent a letter back to APC proposing a meeting between the two companies.
On October 23, 2017, Mr. Gronau and Mr. Aki Isoi, an advisor to GPIC, met with Mr. Shigeta and a representative of APC’s external legal counsel Nishimura & Asahi (which we refer to as “N&A” in this proxy statement), at APC’s offices in Kyoto, Japan. They discussed the proposed transactions contained in APC’s non-binding proposal letter sent to GPIC on May 18, 2016.
On February 8, 2018, Mr. Alain Thieffry, the current chief executive officer and president of GPIC and member of the board of directors of GPIC, and Mr. Gronau met with Mr. Shigeta, Mr. Kyotaro Morihisa, an employee of APC, and representatives from N&A in Paris, France to discuss a potential distribution agreement between APC and GPIC. Representatives from APC proposed such agreement, and GPIC’s representatives responded that they would discuss such proposal internally with the GPIC management team. Additionally, GPIC stated it did not intend to consider a transaction to sell GPIC at such time.
On May 16, 2018, Mr. Thieffry, Mr. Shigeta, Mr. Morihisa and representatives from N&A were independently in Macau attending the Global Gaming Expo Asia, and during such event a discussion concerning the potential transactions discussed on February 8, 2018 occurred. Nothing of substance resulted from this meeting.
On June 1, 2018, Mr. Thieffry and a representative of N&A had a telephone conversation during which they discussed a potential acquisition of 100% of the outstanding shares of GPIC common stock through a reverse triangular merger transaction. Mr. Thieffry stated that he thought GPIC stockholders and board members could accept a price of  $15.00 per share of GPIC common stock. In response, the N&A representative proposed merger consideration of  $12.50 per share of GPIC common stock but indicated that such proposed per-share merger consideration was subject to consultation with members of APC’s executive management team.
From June 19 to June 20, 2018, Mr. Thieffry traveled to Tokyo, Japan where he met with a representative of N&A to engage in preliminary discussions concerning the proposed acquisition of GPIC. The representative of N&A proposed a merger consideration of  $11.30 per share of GPIC common stock. Mr. Thieffry responded by proposing a $15.00 per share merger consideration, but he indicated that GPIC may accept a per share merger consideration of  $14.00 and would discuss this internally with the management team of GPIC and GPIC’s majority stockholder, Holding Wilson, S.A. Each of APC and GPIC held firm on its pricing position and continued its own internal discussions.
On July 13, 2018, Mr. Thieffry, Mr. Shigeta and a representative of N&A traveled to Nice, France to continue their prior discussions concerning a potential acquisition of GPIC. They discussed various topics concerning the proposed acquisition, including a tentative timeline for completion of the proposed acquisition, transaction structures (first-step tender offer and second-step merger or one-step merger and due diligence procedures). The representative of N&A reminded Mr. Thieffry of the outcome of their discussion concerning the per-share merger consideration during June 19 and 20, 2018 and requested that Mr. Thieffry provide an update as to his discussion with Holding Wilson, S.A. Mr. Thieffry responded that he had not discussed it with Holding Wilson, S.A. but that GPIC would not likely agree to merger
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consideration less than $14.00 per share of GPIC common stock. Mr. Thieffry requested that APC provide a formal written proposal with respect to the proposed acquisition of GPIC. The representative of N&A indicated that he would discuss with the management team at APC and would revert.
On August 2, 2018, APC sent a signed written proposal to Mr. Thieffry via electronic mail proposing merger consideration for all outstanding GPIC common stock of  $12.00 per share. Mr. Thieffry responded via electronic mail that GPIC would consider the proposal.
On August 21, 2018, Mr. Thieffry and a representative of N&A talked on the telephone to negotiate the per-share merger consideration as proposed by APC on August 2, 2018. Each of APC and GPIC held firm on its pricing position and continued its own internal discussions.
On September 10, 2018, Mr. Thieffry, Mr. Jean-François Lendais, a member of GPIC’s board of directors, Mr. Shigeta and a representative of N&A met in Paris, France to continue their discussions concerning the proposed acquisition of GPIC. APC proposed a $13.50 per-share merger consideration, and Mr. Thieffry responded that he would discuss this with the GPIC management team.
On September 18, 2018, Mr. Thieffry and a representative of N&A discussed the per-share merger consideration in respect of the proposed acquisition of GPIC. Mr. Thieffry proposed merger consideration of  $14.00 per share of GPIC common stock. A representative of N&A proposed a per-share merger consideration of  $13.50. Following the discussion on the telephone, Mr. Thieffry and a representative of N&A tentatively agreed via electronic mail on merger consideration of  $13.75 per share of GPIC common stock, which both parties concluded was a fair and reasonable compromise, subject to due diligence and the negotiation of definitive agreements.
On September 26 and 27, 2018, the GPIC and APC executives met at the Paris, France office of Hogan Lovells LLP, which we refer to as “Hogan Lovells” in this proxy statement, where they continued their prior discussions concerning the proposed acquisition of GPIC. In addition to N&A, Hogan Lovells acted as external legal counsel to APC in connection with the merger.
On October 2, 2018, APC executed and delivered to GPIC a non-binding Letter of Intent to acquire, for cash, all of the outstanding shares of GPIC common stock at a price of  $13.75 per share, which included, among other things, an exclusivity provision requiring GPIC to exclusively engage with APC in connection with any proposed acquisition of GPIC for a period of 60 days from October 2, 2018, a standard confidentiality agreement and due diligence provisions.
On October 3, 2018, GPIC’s board of directors approved the formation of a special transaction committee comprised of two independent directors of GPIC to evaluate all of the terms of the proposed acquisition of GPIC and, among other things, assess its fairness to the stockholders of GPIC. From this time up to and including the approval of the merger agreement by the GPIC board of directors and the special transaction committee on November 27, 2018, the special transaction committee attended in-person negotiations between GPIC, APC and their respective advisors and met regularly to review and provide comments, in consultation with external legal and financial advisors from Saul Ewing Arnstein & Lehr LLP (which we refer to as “Saul Ewing” in this proxy statement), Holland & Hart LLP (which we refer to as “Holland & Hart” in this proxy statement) and B. Riley, on drafts of the definitive transaction documents including the merger agreement.
The special transaction committee met on five separate occasions during the period between October 4, 2018 and November 27, 2018. These meetings were held in-person or via telephone and were typically only attended by the members of the special transaction committee and outside legal counsel from Holland & Hart and, on occasion, GPIC’s general counsel. At its first meeting on October 4, 2018, the special transaction committee, among other things, reviewed APC’s letter of intent and discussed its preliminary views regarding potential benefits and risks of the proposed transaction including and in light of expected future performance by GPIC, possible reception to an acquisition of GPIC by GPIC’s customers, the likelihood of competing offers for GPIC and the possible impact on employee retention. At its second meeting on October 23, 2018, the special transaction committee, among other things, discussed, with outside counsel from Holland & Hart the fiduciary duties of directors and special committee members of a Nevada corporation as well as the potential impact of the proposed transaction on specific constituencies of GPIC and potential regulatory approvals expected to be required in connection with the proposed
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transaction with APC. At its third meeting on October 31, 2018, the special transaction committee discussed its comments on recent drafts of the merger agreement and related transaction documents provided to GPIC by APC. At this meeting, the special transaction committee also discussed its role in a series of upcoming in-person negotiations between GPIC, APC and their respective outside legal counsel, which occurred during the period of November 11 through November 15, 2018 and which are discussed in more detail below. At its fourth meeting on November 19, 2018, the special transaction committee discussed, among other things, significant improvements that had been made to the merger agreement and related transaction documents as a result of the November 11-15, 2018 in-person negotiations and the logistics for a final meeting on November 27, 2018, to occur simultaneously with a meeting of the GPIC board of directors, as discussed in further detail below.
On October 5, 2018, GPIC engaged Saul Ewing to act as external legal counsel to GPIC in connection with the potential merger transaction.
On October 7, 2018, GPIC provided APC, Nomura Securities Co., Ltd., Angel’s financial advisor for the potential merger transaction, and APC’s legal representatives with access to GPIC’s virtual data room so that APC and its advisors could continue to perform legal and financial due diligence in connection with the potential transaction.
On October 16, 2018, the GPIC and APC executives met at the New York, New York office of Hogan Lovells during which APC conducted due diligence and GPIC and APC continued their prior discussions concerning the potential merger.
On October 29, 2018, representatives from Hogan Lovells provided GPIC and representatives from Saul Ewing with copies of the initial draft of the merger agreement and the voting agreement with respect to the proposed transaction. In the days that followed, representatives of Hogan Lovells and Saul Ewing had a number of discussions via electronic mail and teleconference regarding certain terms of the merger agreement.
On November 6, 2018, GPIC entered into a formal engagement agreement B. Riley pursuant to which B. Riley agreed to perform financial advisory services in connection with the potential transaction and prepare a fairness opinion, from a financial point of view, based on the results of B. Riley’s financial due diligence and review of the terms of the proposed merger agreement. Later that same day, representatives from both GPIC and B. Riley met at GPIC’s principal office in North Las Vegas, Nevada to participate in financial due diligence in connection with the proposed transaction.
On November 9, 2018, representatives from Saul Ewing circulated a revised draft of the merger agreement to representatives from Hogan Lovells and N&A, which draft addressed a number of issues raised between Saul Ewing and Hogan Lovells in connection with their prior correspondence.
During the period of November 11 through November 15, 2018, Mr. Thieffry, Mr. Ben Comin, general counsel of GPIC, and the special transaction committee met with Mr. Shigeta and Mr. Morihisa at the New York, New York office of Hogan Lovells, along with their respective attorneys, to negotiate the terms of a definitive merger agreement and to discuss other aspects of the proposed acquisition, including, among other things, the plan to obtain gaming approvals and the progress of due diligence.
On November 19, 2018, the special transaction committee met via telephone to discuss the in-person negotiations and meetings that occurred during the period of November 11-15, 2018 and the improvements to the merger agreement and other transaction documents that resulted from those meetings, which the special transaction committee observed from recent drafts of those documents. The special transaction committee then discussed its preliminary expectations concerning a potential fairness opinion to be provided to the special transaction committee and the GPIC board of directors by B. Riley. The special transaction committee ended its November 19, 2018 meeting by discussing the logistics concerning a subsequent meeting of the special transaction committee, which would coincide with a GPIC board of directors meeting, for B. Riley to deliver and discuss its fairness opinion and for the special transaction committee to review and potentially approve a final version of the merger agreement.
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On November 20, 2018, after the conclusion of the weeklong negotiation session in New York, New York, GPIC and APC’s respective attorneys circulated a near final draft of a definitive merger agreement and disclosure schedules thereto. At or about this point in the process, Angel was substituted for APC as the acquiring party in the merger agreement.
On November 27, 2018, the GPIC board of directors, including the members of the special transaction committee, met with B. Riley to discuss the financial aspects of the merger agreement and the results of B. Riley’s financial due diligence review and analysis. At this meeting, B. Riley rendered to the special transaction committee (in its capacity as such) an oral opinion, which was subsequently confirmed by delivery of a written opinion dated November 27, 2018, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the merger consideration to be received by the holders of GPIC common stock (other than holders of excluded shares and voting agreement shares) was fair, from a financial point of view, to such holders of GPIC common stock. B. Riley’s financial analysis and written opinion is described below in “Proposal 1: Approval of the Merger Agreement — Opinion of GPIC’s Financial Advisor” beginning on page 39 of this proxy statement.
Following these presentations and extensive discussion and deliberation, and after considering all of the factors that it deemed relevant, the special transaction committee determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of GPIC and its stockholders, and recommended that the board of directors approve the merger agreement and the transactions contemplated by the merger agreement, including the merger. Upon the recommendation of the special transaction committee, the GPIC board of directors approved the merger agreement and the transactions contemplated thereby, including the merger. In the early afternoon of November 27, 2018, certain members of senior management of each of GPIC and Angel, along with representatives of Saul Ewing and Hogan Lovells, finalized the provisions of the merger agreement and related ancillary agreements (including the voting agreement), and execution versions of the transaction documents were circulated reflecting the agreements reached between the parties.
Later in the afternoon, following the close of the market on November 27, 2018, GPIC issued a press release announcing the transaction. Shortly thereafter, on November 27, 2018, GPIC filed a Current Report on Form 8-K with the SEC (i) summarizing the material terms of the merger agreement and filing the merger agreement as an exhibit, and (ii) attaching as an exhibit to such Current Report on Form 8-K the press release announcing GPIC’s entrance into the transaction.
Reasons for the Merger
Special Transaction Committee
The special transaction committee evaluated, with the assistance of certain members of GPIC’s senior management and GPIC’s legal and financial advisors, the merger agreement and the transactions contemplated by the merger agreement, including the merger. In reaching its decision to approve the merger agreement and to recommend that GPIC’s stockholders vote for the approval of the merger agreement, the special transaction committee considered a variety of factors, including the following material factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

The current and historical market prices of GPIC common stock, including the market performance of GPIC common stock relative to those of other participants in GPIC’s industry and general market indices, and the fact that the merger consideration of  $13.75 per share to be received by the holders of GPIC common stock in the merger represents a price higher than GPIC common stock had traded during the last ten years on NASDAQ prior to the public announcement of the execution of the merger agreement, and a significant premium over the market price at which GPIC common stock traded prior to the announcement of the execution of the merger agreement, including the fact that the merger consideration of  $13.75 per share represents an approximate premium of:

71.9% based on the closing price per share of  $8.00 on November 23, 2018, the second-to-last full trading day before B. Riley delivered the fairness opinion to the special transaction committee (in its capacity as such);
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64.8% based on the volume-weighted average closing price per share of  $8.34 over the 30-day period ending November 23, 2018;

56.6% based on the volume-weighted average closing price per share of  $8.78 over the 60-day period ending November 23, 2018;

56.9% based on the volume-weighted average closing price per share of  $8.76 over the 90-day period ending November 23, 2018;

56.7% based on the volume-weighted average closing price per share of  $8.78 over the 180-day period ending November 23, 2018;

41.6% based on the volume-weighted average closing price per share of  $9.71 over the one-year period ending November 23, 2018;

17.0% based on the 52-week high closing price per share of  $11.75 on November 23, 2018; and

75.2% based on the 52-week low closing price per share of  $7.85 on November 23, 2018;

the fact that the per share price of  $13.75 represents a valuation of GPIC at a multiple of 9.75 times GPIC’s Adjusted EBITDA for the last twelve month period as of November 23, 2018 as more fully described in the section entitled “Proposal 1: Approval of the Merger Agreement — Opinion of GPIC’s Financial Advisor” beginning on page 39 of this proxy statement;

the fact that the GPIC board of directors and the special transaction committee, through extensive, arms-length negotiation, was effectively able to obtain an increase in the merger consideration to $13.75 from Angel’s initial proposal, as described above in the section entitled “Proposal 1: Approval of the Merger Agreement — Background of the Merger” beginning on page 29 of this proxy statement;

the financial analyses reviewed and discussed with the special transaction committee and the GPIC board of directors by representatives of B. Riley in connection with the consideration by the special transaction committee and the GPIC board of directors of GPIC’s strategic alternatives and in connection with the merger, as well as the oral opinion of B. Riley provided on November 27, 2018 to the special transaction committee (which was subsequently confirmed in writing by delivery of B. Riley’s written fairness opinion to the special transaction committee dated November 27, 2018) that, based on and subject to the various considerations, limitations and other matters set forth in its opinion, the consideration to be received pursuant to the merger agreement by holders of shares of GPIC common stock (other than holders of excluded shares and holders of voting agreement shares) is fair, from a financial point of view, to such stockholders, as more fully described in the section entitled “Proposal 1: Approval of the Merger Agreement — Opinion of GPIC’s Financial Advisor” beginning on page 39 of this proxy statement;

the financial advice and perspectives reviewed and discussed with the special transaction committee and GPIC board of directors by representatives of B. Riley in connection with the consideration by the special transaction committee and the GPIC board of directors of GPIC’s strategic alternatives;

the fact that the special transaction committee and the GPIC board of directors met, along with GPIC’s financial and legal advisors, in person, via videoconference and telephonically several times between June 18, 2018, the date that representatives of Angel first proposed a business combination transaction to representatives of GPIC, and November 27, 2018, the date the merger agreement was signed, and that the members of the special transaction committee and the GPIC board of directors took an active part in the pricing negotiations with Angel as described above under “Proposal 1: Approval of the Merger Agreement — Background of the Merger” beginning on page 29 of this proxy statement;
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the fact that the proposed merger consideration is all cash, which provides stockholders certainty of value and liquidity for their shares of GPIC common stock, while eliminating long-term business and execution risk, especially when viewed against the following:

GPIC’s business plan is based, in part, on projections for a number of variables, including economic growth, GPIC’s ability to expand its electronic gaming business, attract new customers and retain existing customers;

general macroeconomic challenges and economic weaknesses that could result in reduced business spending;

the uncertain outlook for the global gaming industry generally, including generally weak business conditions as evidenced by, among other things, weak industry sales reports and weak reported results from other companies in the gaming industry, and the related challenges for GPIC and other companies in the gaming industry in accurately forecasting future demand for their products and services and accurately forecasting the elimination of regulatory barriers to electronic gaming products; and

the process for developing new products requires long-term investments that often require a time horizon of a year or more from the initial development of the concept to when the product is ready to be sold to customers;

the ability of our board of directors to declare, in its sole discretion, and pay a special cash dividend of  $0.12 per share in December 2018 and, assuming the merger has not been completed, in December 2019;

the fact that all options to purchase GPIC common stock (whether vested or unvested) outstanding immediately prior to the effective time of the merger will be canceled in exchange for the right to receive an amount in cash equal to the excess, if any, of the merger consideration over the exercise price of such option, less any applicable withholding taxes;

the belief of the special transaction committee that the merger consideration of  $13.75 per share was more favorable to GPIC’s stockholders than the potential value that might result from the alternatives reasonably available to GPIC (including, but not limited to, the alternative of remaining a stand-alone public company, pursuing an alternative sales process and other strategic or recapitalization strategies that might be pursued as a stand-alone public company, including a leveraged recapitalization followed by a large stock buy-back program or cash dividend and acquisitions of other businesses by GPIC or by seeking additional value through a breakup of GPIC) in light of a number of factors, including the risks and uncertainty associated with those alternatives;

after lengthy meetings with management, the special transaction committee’s consideration of GPIC’s business, strategy, assets, financial condition, capital requirements, results of operations, competitive position and historical and projected financial performance, and the nature of the industry and regulatory environment in which GPIC competes, and the risks and upside potential relating thereto and the potential impact of those factors on the trading price of GPIC common stock (which cannot be quantified numerically);

the current industry, economic and market conditions and the risks and prospective competitive position of GPIC on a stand-alone basis in a competitive gaming industry experiencing recent and ongoing merger activity within the United States and, to a lesser extent, internationally, as well as GPIC’s management’s view of the strategic alternatives reasonably expected to be available to GPIC if it did not pursue the merger with Angel;

after reviewing publicly available and other financial information with respect to Angel with the assistance of legal and financial advisors, the special transaction committee’s assessment that Angel would have at closing adequate financial resources to pay the aggregate merger consideration;

the significant experience and understanding of the special transaction committee of GPIC’s
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business, operations, financial condition, earnings, prospects, competitive position and the nature of the industry in which GPIC competes, including the risks, uncertainties and challenges facing GPIC and such industry, including in connection with GPIC execution of its performance plan;

the terms and conditions of the merger agreement and related transaction documents, in addition to those described above, including:

the limited and otherwise customary conditions to the parties’ obligations to complete the merger, including the commitment by Angel to use its reasonable best efforts to obtain applicable regulatory approvals and assume the risks related to certain conditions and requirements that may be imposed by regulators in connection with securing such approvals up to a specified threshold and the absence of any financing conditions;

the requirement that, as a condition to closing, GPIC only obtain applicable regulatory approvals from 11 jurisdictions, which represents a limited number of jurisdictions when compared to the approximately 200 jurisdictions in which GPIC is currently licensed to engage in gaming-related activities;

the requirement that, in the event the merger is not consummated under certain circumstances caused by Angel’s breach of certain provisions of the merger agreement, Angel will pay, or cause to be paid to, GPIC a termination fee of either $4,000,000 or $15,000,000 depending on the circumstances of such termination;

a “go-shop” provision whereby GPIC and its representatives have the right to (i) initiate, solicit, facilitate and encourage any inquiry or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a competing acquisition proposal, (ii) furnish to any person that is party to an acceptable confidentiality agreement any information which is reasonably requested by any person in connection with such person’s potentially making a competing acquisition proposal and (iii) participate or engage in discussions or negotiations with such person regarding a competing acquisition proposal;

the customary nature of the other representations, warranties and covenants of GPIC in the merger agreement;

the special transaction committee’s assessment that the financial and other terms and conditions of the merger agreement minimize, to the extent reasonably practical, the risk that a condition to closing would not be satisfied and also provide flexibility to operate GPIC’s business during the pendency of the merger;

the special transaction committee’s assessment, following consultation with counsel and GPIC’s management, that the termination date under the merger agreement is likely to allow for sufficient time to consummate the merger;

the risks and uncertainties associated with maintaining GPIC’s existence as an independent company and the opportunities presented by the merger, including the risks and uncertainties with respect to:

achieving GPIC’s growth plans in light of the current and foreseeable future market conditions, including the risks and uncertainties in the U.S. and China and the global economy generally and the gaming industry specifically;

the general risks and market conditions that could affect the price of GPIC common stock; and

the “risk factors” set forth in GPIC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and subsequent reports filed with the SEC;
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the inherent uncertainty of attaining management’s internal financial projections, including those set forth in the section entitled “Proposal 1: Approval of the Merger Agreement — Certain Projections Prepared by the Management of GPIC” beginning on page 49 of this proxy statement, including the fact that GPIC’s actual financial results in future periods could differ materially and adversely from the projected results;

the negotiation process with Angel, which was conducted at arm’s length, and the fact that GPIC’s senior management, legal and financial advisors were involved throughout the negotiations and updated the special transaction committee directly and regularly, which provided the special transaction committee with additional perspectives on the negotiations in addition to those of management;

the special transaction committee’s understanding, based upon consultation with counsel and GPIC’s management, that Angel has been licensed by gaming authorities or has submitted applications for licensing in many key jurisdictions, which is likely to lessen the risk of the merger not closing for failure to achieve required gaming authority pre-approvals;

the evaluation by the special transaction committee of the likely time period necessary to complete the merger; and

the fact that the merger is not subject to approval by Angel’s stockholders.
The special transaction committee also considered and balanced against the potentially positive factors enumerated above a variety of risks and other potentially negative factors, including the following:

the deal protection measures in the merger agreement, including the fact that if GPIC terminates the merger agreement to enter into an alternative transaction relating to a superior proposal or if the GPIC board of directors changes its recommendation to GPIC stockholders with respect to the merger agreement proposal, GPIC would owe Angel a termination fee of  $4 million. This risk was mitigated by the special transaction committee’s belief, after reviewing the termination fee with the assistance of its legal and financial advisors, that the termination fee (equal to approximately 3.5% of the equity value of the transaction) was within a reasonable range for such fees in similar transactions;

the fact that the completion of the merger will generally preclude GPIC’s stockholders from having any ongoing equity participation in GPIC and, as such, current stockholders of GPIC will cease to participate in GPIC’s future earnings or growth, if any, or to benefit from increases, if any, in the value of GPIC’s or Angel’s common stock, including benefits that may be attributable to the potential opening of new markets, and will not participate in any potential future sale of GPIC or Angel to a third party;

the risk that the merger may not be consummated despite the parties’ efforts or that consummation may be unduly delayed, even if the requisite approval is obtained from GPIC stockholders, including the possibility that conditions to the parties’ obligations to complete the merger may not be satisfied, and the potential resulting disruptions to GPIC’s business, the diversion of management and employee attention, potential employee attrition and the potential effect on customer and other business relationships;

the potential negative effect of the pendency of the merger on GPIC’s business and relationships with employees, customers, providers, suppliers, regulators and the communities in which it operates, including the risk key employees might choose not remain employed with GPIC prior to the completion of the merger, regardless of the completion of the merger;

the merger agreement’s restrictions on the conduct of GPIC’s business prior to the completion of the merger, generally requiring GPIC to conduct its business only in the ordinary course, subject to specific limitations, which may delay or prevent GPIC from undertaking business opportunities that may arise pending completion of the merger;

the fact that GPIC has incurred and will continue to incur significant transaction costs and expenses in connection with the proposed transaction, regardless of whether the merger is consummated;
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the fact that the receipt of cash by GPIC stockholders in exchange for shares of GPIC common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes to U.S. holders and may also be a taxable transaction to foreign holders under applicable local and/or foreign income or other tax laws; and

the matters described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 20 of this proxy statement.
After considering the foregoing potentially negative and potentially positive factors, the special transaction committee concluded that the potentially positive factors relating to the merger agreement and the merger substantially outweighed the potentially negative factors.
Board of Directors
As described in the section entitled “Proposal 1: Approval of the Merger Agreement — Background of the Merger” beginning on page 29 of this proxy statement, prior to and in reaching its decision at its meeting on November 27, 2018 to approve the merger agreement and the transactions contemplated thereby, including the merger, the GPIC board of directors consulted with the special transaction committee, GPIC’s management, GPIC’s financial advisors and legal advisors and considered a variety of factors that it believed supported its determinations, including, but not limited to, (i) the factors considered by the special transaction committee which are listed in the section entitled “Proposal 1: Approval of the Merger Agreement — Reasons for the Merger” beginning on page 33 of this proxy statement and (ii) the following:

the special transaction committee’s determinations relating to the merger; and

the unanimous recommendations of the special transaction committee, including the recommendations that the GPIC board of directors adopt the merger agreement, the merger and the other transactions contemplated by the merger agreement and recommend that the Company’s stockholders approve the merger agreement.
The GPIC board of directors also considered a variety of risks and other potentially negative factors concerning the merger and a variety of factors relevant to the merger, including, but not limited to the factors considered by the special transaction committee that are listed in the section titled “— Special Transaction Committee.”
The foregoing discussion of the information and factors considered by the special transaction committee and the GPIC board of directors is not exhaustive but is intended to reflect the material factors considered by the special transaction committee and the GPIC board of directors in their consideration of the merger. In view of the complexity, and the large number, of the factors considered, the special transaction committee, and GPIC board of directors both individually and collectively, did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative or specific weights to the specific factors they considered in reaching their decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the special transaction committee and the GPIC board of directors. Rather, the special transaction committee and the GPIC board of directors based their recommendations on the totality of the information available to the special transaction committee and the GPIC board of directors, including discussions with, and questioning of, GPIC’s management and of GPIC’s financial and legal advisors. In addition, individual members of the special transaction committee and the GPIC board of directors may have given different weights to different factors.
The foregoing discussions of the information and factors considered by the special transaction committee and the GPIC board of directors are forward-looking in nature. This information should be read in light of the factors described under the section entitled “Cautionary Statement Concerning Forward-Looking Information” beginning on page 20 of this proxy statement.
Recommendations of the Special Transaction Committee and Our Board of Directors
The special transaction committee 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, among other things, that the
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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, after careful consideration and acting after having received the unanimous recommendation of 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, 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 the special transaction committee and after consultation with independent legal and financial advisors, and in part after consideration of a number of other factors that the special transaction committee and the GPIC board of directors deemed relevant.
The material factors considered by the special transaction committee and the GPIC board of directors in reaching its decision to approve the merger agreement and the merger can be found in the section entitled “Proposal 1: Approval of the Merger Agreement — Reasons for the Merger” beginning on page 33 of this proxy statement.
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 GPIC stockholders vote “FOR” the approval of the merger agreement, thereby approving the merger, and “FOR” the adjournment proposal.
Opinion of GPIC’s Financial Advisor
B. Riley was engaged on November 6, 2018, to act as exclusive financial advisor to GPIC for purposes of issuing an opinion as to the fairness, from a financial point of view, of the merger consideration, to the special transaction committee (in its capacity as such) and, further, for purposes of providing advisory services in connection with a possible sale, transfer or other disposition, directly or indirectly, of all or a material portion of the equity securities, assets or business of GPIC or its subsidiaries, including assisting in the evaluation of GPIC’s strategic alternatives. On November 27, 2018, B. Riley rendered its oral opinion, subsequently confirmed in writing, to the special transaction committee (in its capacity as such) to the effect that, as of such date, and based upon and subject to various factors, assumptions, qualifications and limitations on the review undertaken set forth in the written opinion, the merger consideration to be received by the holders of GPIC common stock (other than holders of excluded shares and voting agreement shares) in the merger transaction was fair, from a financial point of view, and as of November 27, 2018, to such holders of GPIC common stock.
The full text of the written opinion of B. Riley, dated November 27, 2018 which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken in connection with the opinion, is included as Annex C to this proxy statement and is incorporated herein by reference. Holders of shares of GPIC common stock are encouraged to and should read the opinion carefully and in its entirety. B. Riley’s opinion was provided to the special transaction committee (in its capacity as such) in connection with its evaluation of the merger consideration provided for in the merger transaction from a financial point of view. The opinion of B. Riley does not address any other aspect of the merger transaction and does not constitute a recommendation to the GPIC board of directors, any holder of GPIC common stock or any other person as to how to act or vote in connection with the merger transaction or any other matter. The summary of the opinion of B. Riley set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion.
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In connection with rendering its opinion, B. Riley, among other things:

conducted a due diligence visit to GPIC’s corporate headquarters in North Las Vegas, Nevada on November 6, 2018;

discussed with the management of GPIC the operations and prospects of GPIC, including historical financial performance and trends in the results of operations of GPIC;

reviewed a draft of the merger agreement, dated November 20, 2018, including the financial terms of the merger, which B. Riley assumed was in substantially final form and would not vary in any respect material to its analysis;

participated in discussions among representatives of GPIC and its advisors regarding the merger;

reviewed certain publicly available business, financial and other information regarding GPIC that was publicly available or furnished by GPIC that B. Riley deemed to be relevant;

reviewed certain financial projections prepared by the management of GPIC (including the financial projections contained herein in the section entitled “Proposal 1: Approval of the Merger Agreement — Certain Projections Prepared by the Management of GPIC” beginning on page 49 of this proxy statement) that were provided to B. Riley by GPIC management and upon which B. Riley had been instructed to rely;

reviewed the historical prices, implied trading multiples and trading volumes of GPIC common stock;

compared certain business, financial and other information regarding GPIC that was publicly available or was furnished to B. Riley by GPIC with publicly available business, financial and other information regarding certain publicly traded companies that we deemed relevant;

compared the proposed financial terms of the merger agreement with the financial terms of certain other business combinations and transactions that B. Riley deemed relevant;

prepared a discounted cash flow analysis of GPIC based upon the financial forecasts and estimates referred to above and assumptions relating thereto discussed with and confirmed as reasonable by the management of GPIC; and

considered other information, such as financial studies, analyses, and investigations, as well as financial, economic and market criteria, that B. Riley deemed relevant.
For purposes of its analysis and opinion, B. Riley assumed and relied upon, without undertaking responsibility for independently verifying, and did not independently verify, the accuracy and completeness of the information reviewed by B. Riley or reviewed for B. Riley. B. Riley did not make an independent evaluation or appraisal of the assets or the liabilities (contingent or otherwise) of GPIC including those which may arise from the merger transaction, nor has B. Riley evaluated the solvency of GPIC under any state or federal laws. In addition, B. Riley did not undertake an independent analysis of any pending or threatened litigation, possible unasserted claims or other contingent liabilities to which either GPIC is a party or may be subject, and B. Riley’s opinion does not make an assumption concerning, and therefore does not consider, the possible assertion of claims, outcomes or damages arising out of any such matters..
With respect to the financial projections of GPIC that were furnished to B. Riley, GPIC management advised B. Riley, and B. Riley assumed, that such financial projections were reasonably prepared by GPIC in accordance with industry practice and reflected the best estimates and good faith judgments of the future competitive, operating and regulatory environments and related financial performance of GPIC, in each case as of the date of preparation. B. Riley expressed no view as to any such financial projections or the assumptions on which they were based. Further, B. Riley relied upon and assumed, without independent verification, that there had been no material change in the assets, financial condition, results of operations, business or prospects of GPIC since the respective dates of the most recent financial statements made available to B. Riley and that GPIC was not aware of any facts that would make the information an projections provided to B. Riley incomplete or misleading.
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For purposes of rendering its opinion, B. Riley assumed, with the consent of the special transaction committee, that the executed forms of the merger agreement did not differ in any material respect from the last draft providing to B. Riley, and that the consummation of the merger transaction will be effected in accordance with the terms and conditions of the merger agreement, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third party consents and approvals (contractual or otherwise) for the merger transaction, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on GPIC or the contemplated benefits of the merger transaction. In addition, B. Riley’s has no obligation to reaffirm its opinion to address any events occurring after the date of the same, notwithstanding any material effect such events may have on the assumptions used in preparing the opinion. B. Riley is not a legal, tax or regulatory advisor and relied upon, without independent verification, the assessment of GPIC and GPIC’s legal, tax and regulatory advisors with respect to such matters.
B. Riley was not requested to, and did not, initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to (i) the merger transaction, (ii) the securities, assets, businesses or operations of GPIC or any other party, or (iii) any strategic alternatives to the merger transaction. B. Riley’s opinion did not address the underlying business decision of GPIC to effect the merger transaction, the relative merits of the merger transaction as compared to any alternative business strategies for GPIC or the effect of any other transaction in which GPIC might engage. B. Riley’s opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to B. Riley as of November 27, 2018. It is understood that subsequent developments may affect B. Riley’s opinion, and B. Riley has no obligation to update, revise, reaffirm or withdraw its opinion.
B. Riley was not asked to opine upon, and expressed no opinion with respect to, any matter other than the fairness from a financial point of view, as of November 27, 2018, to the holders of GPIC common stock (other than holders of excluded shares and holders of voting agreement shares), in the aggregate, of the merger consideration to be received by such holders of GPIC common stock in the proposed merger transaction. B. Riley did not express any view on, and its opinion does not address, any other aspect or implication of the merger agreement or merger transaction or any aspect or implication of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger transaction, including, without limitation, the fairness of the merger transaction to, or any consideration received in connection therewith by, the holders of any other class of securities or options, creditors, or other constituencies of GPIC; nor does it address the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of GPIC, or class of such persons, in connection with the merger transaction, whether relative to the merger consideration in cash to be received by the holders of GPIC common stock (other than holders of excluded shares and holders of voting agreement shares) pursuant to the merger agreement or otherwise. B. Riley’s opinion does not address the price or trading range at which the GPIC common stock will trade at any time prior to the consummation of the merger transaction or the impact of the merger transaction on the solvency or viability of GPIC, or the ability of GPIC to pay its obligations when they become due before consummation of the merger transaction.
The following is a summary of the material financial analyses presented by B. Riley to the GPIC board of directors in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by B. Riley. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by B. Riley. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 27, 2018, and is not necessarily indicative of current market conditions.
The following summary of financial analyses includes information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of B. Riley’s financial analyses.
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Selected Precedent Transactions Analysis
B. Riley reviewed publicly available information relating to the following selected transactions within the gaming equipment industry announced since July 2001 and involving transactions with enterprise values (which we refer to as “EV” in this proxy statement) in excess of  $25 million. B. Riley calculated the implied Transaction Value/Adjusted EBITDA multiples of each target company for the trailing twelve-month (which we refer to as “TTM” in this proxy statement) period prior to the announcement of the relevant transaction and then calculated the median for the transactions.
Date Announced
Acquirer
Target
EV/TTM
Adjusted EBITDA
Multiple
February 2016 Novomatic Ainsworth
10.3x
November 2015 Ainsworth Nova Tech
8.5x
March 2015 Apollo Cadillac Jack
8.8x
September 2014 Global Cash Access Multimedia Games
9.2x
August 2014 Scientific Games Bally
12.1x
July 2014 GTECH
International Game Technology
8.6x
July 2014 Aristocrat Leisure Video Gaming Technologies
8.2x
July 2013 Bally Technologies SHFL Entertainment
14.3x
January 2013 Scientific Games WMS Industries
6.2x
September 2012 Amaya Gaming Group Cadillac Jack
4.7x
May 2010 Vitruvian Partners Inspired Gaming Group
5.6x
January 2006 Scientific Games Global Draw
5.4x
January 2006 Lottomatica Group
GTECH Holdings Corporation
9.3x
November 2005 Shuffle Master Stargames Party
12.4x
December 2004
GTECH Holdings Corporation
Atronic Americas
8.0x
February 2004 Jarden USPC
7.0x
November 2003
GTECH Holdings Corporation
Spielo Manufacturing
5.4x
July 2001
International Game Technology
Anchor Gaming
7.9x
Median
8.3x
25th Percentile
6.3x
75th percentile
9.2x
B. Riley chose the selected transactions for purposes of this analysis based on its professional judgment and experience. No transaction reviewed was directly comparable to the proposed merger transaction. Accordingly, this analysis involved complex considerations and judgments concerning differences in financial and operating characteristics of GPIC relative to the targets in the selected transactions and other factors that would affect the acquisition values in the selected precedent transactions. B. Riley excluded certain comparable transactions due to lack of transparency in details.
Based on B. Riley’s professional judgment taking into account the median EV/TTM Adjusted EBITDA multiple referenced above, and the differences between GPIC’s business and the businesses of the target companies in the selected precedent transactions, B. Riley derived a range of EV/TTM Adjusted EBITDA of 6.3x to 9.2x, which implied equity values of GPIC common stock of between $10.83 and $15.01 per share. B. Riley noted that, per the selected precedent transaction analysis, the merger consideration exceeded the median of the resulting implied range and represented a EV/TTM Adjusted EBITDA multiple of 8.5x (based on the estimates for the TTM period ending September 30, 2018 prepared by the management of GPIC, described in the section entitled “Proposal 1: Approval of the Merger Agreement — Certain Projections Prepared by the Management of GPIC” beginning on page 49 of this proxy statement).
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Selected Public Company Trading Comparables Analysis
B. Riley reviewed and compared the financial and operating performance of GPIC with certain publicly available information of selected gaming equipment companies, as set forth below:
Ainsworth Game Technology Ltd.
Aristocrat Leisure Ltd.
Everi Holdings Inc.
International Games Technology PLC
Japan Cash Machine Co., Ltd.
Play AGS, Inc.
Scientific Games Corporation
TransAct Technologies Incorporated
B. Riley chose the selected companies for the purposes of this analysis utilizing its professional judgment and experience, taking into account several factors, including, among other things, the size of GPIC and the selected companies, the operational and financial characteristics of GPIC compared with the selected companies, the competitive landscape in which GPIC and the selected companies operate and the product offerings of GPIC and the selected companies. Although none of the selected public companies is directly comparable to GPIC, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar in certain respects to GPIC’s business.
For each selected company, using actual publicly reported results for the most recently reported TTM period and comparable company projections per Wall Street research consensus estimates, company-specific investor presentations and market data from Capital IQ for the years ending December 31, 2018 and 2019, B. Riley calculated enterprise value to earnings before interest, taxes, depreciation and amortization, which we refer to in this proxy statement as “EBITDA”, and such ratio, “EV/EBITDA”, and the price to earnings ratio, which we refer to in this proxy as the “P/E” ratio.
B. Riley selected a range of multiples to apply to GPIC’s historical and projected financial metrics, for the twelve months ended September 30, 2018 and the calendar years ending December 31, 2018 and 2019.
Comparable Public Company Analysis
Range
Implied
Price Per Share(1)
EV/LTM EBITDA (11/23/18)(3)
6.4x – 8.7x
$11.01 – $14.19
EV/2018E EBITDA(3)
6.4x – 8.5x
$10.28 – $13.07
EV/2019E EBITDA
6.1x – 7.7x
$9.75 – $11.84
P/LTM Earnings
19.1x – 21.0x
$11.53 – $12.66
P/2018E Earnings(3)
13.9x – 22.2x
$7.48 – $11.95
P/2019E Earnings
10.8x – 29.0x
$5.74 – $15.37
Based upon B. Riley’s professional judgment and experience, and taking into account the analysis of trading comparables described above, B. Riley derived a range of implied values of GPIC common stock of between $5.74 and $15.37 per share. B. Riley noted that the merger consideration was on the higher end of the resulting implied range per the public company trading comparables analysis.
Premiums Paid Analysis
B. Riley reviewed and analyzed the premiums paid in recent acquisitions of a group of publicly held companies. The analysis examined the ratio between the acquisition price and the target company’s price per share one day, 14 days and 30 days prior to the announcement of the relevant precedent acquisition. In selecting comparable transactions for the premiums paid analysis, B. Riley included (i) domestic small-cap transactions with transaction values between $25 million and $2 billion, (ii) global casino and gaming transactions with transaction values greater than $25 million, and (iii) eight gaming equipment manufacturing transactions specifically identified by B. Riley, each announced between January 1, 2013 and November 16, 2018.
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The table below shows the implied price per share arrived at by the application of the range of premiums paid in the precedent transactions to per share price of  $8.10 as of November 23, 2018:
Premiums Paid Analysis
Range
Implied
Price Per Share(1)
Small Cap – 1 Day
15.6% – 44.3%
$9.36 – $11.69
Small Cap – 14 Day
20.1% – 50.4%
$9.72 – $12.18
Small Cap – 30 Day
18.8% – 49.9%
$9.62 – $12.14
Casino/Gaming – 1 Day
5.8% – 28.9%
$8.57 – $10.44
Casino/Gaming – 14 Day
6.1% – 36.8%
$8.60 – $11.08
Casino/Gaming – 30 Day
6.9% – 40.1%
$8.66 – $11.35
CGEM – 1 Day
7.0% – 28.1%
$8.67 – $10.37
CGEM – 14 Day
17.6% – 34.9%
$9.52 – $10.92
CGEM – 30 Day
25.8% – 47.1%
$10.19 – $11.91
The premiums paid analysis showed that, based on the estimates and assumptions used in the analysis, the premiums paid over the market prices at the reference dates for the shares implied by the per share merger consideration are above the range of premiums paid the selected transactions.
Discounted Cash Flow Analysis
B. Riley performed a discounted cash flow analysis to produce a range for the implied present value per share of GPIC common stock, assuming GPIC continued to operate as an independent entity. The valuation range was determined by adding (i) the net present value of the unlevered free cash flows for the fourth quarter of the fiscal year ending December 31, 2018 and fiscal years ending December 31, 2019, December 31, 2020 and December 31, 2021, based on financial projections provided by GPIC management in November 2018 and (ii) the present value of the terminal value of GPIC as of November 23, 2018, based on financial projections provided by GPIC management in November, 2018. B. Riley’s analysis used the financial projections provided by GPIC management for the fourth quarter of the fiscal year ending December 31, 2018 and fiscal years ending December 31, 2019, December 31, 2020 and December 31, 2021, which were the same projections provided to Angel, as described in the section entitled “Proposal 1: Approval of the Merger Agreement — Certain Projections Prepared by the Management of GPIC” beginning on page 49 of this proxy statement.
B. Riley estimated the range for the implied present value per share of GPIC common stock by using the following assumptions, which B. Riley selected based on its professional judgment: (i) a range of terminal multiples applied to projected FY2021 Adjusted EBITDA of 6.3x to 10.3x and (ii) a range of discount rates of 11.6% to 15.6% taking into account GPIC’s current cost of debt and the capital asset pricing model. B. Riley also assumed the following: fully diluted shares calculated using the treasury stock method and net debt per estimates by GPIC management, in each case, pro forma for certain repurchased shares and acquisitions by GPIC. In order to determine the range of discount rates to use, B. Riley first prepared estimates of GPIC’s weighted average cost of capital, which we refer to as “WACC” in this proxy statement, as summarized in the tables shown below. This calculation resulted in an estimated WACC of 13.61%, which, in the exercise of its professional judgment, B. Riley used to select a range of discount rates.
The two discounted cash flow analyses resulted in a range for the implied present value per share of GPIC common stock of between $6.57 and $12.66. B. Riley noted that the merger consideration exceeded the resulting implied ranges per the discounted cash flow analysis.
Certain Supplemental Information Provided to Special Transaction Committee
B. Riley presented historical trading prices of GPIC common stock over the 52-week period ending November 23, 2018, calculated the volume-weighted average daily closing prices for GPIC common stock over various time periods and noted the closing stock price on selected dates prior to and including November 23, 2018, including the 52-week high and low closing stock prices. GPIC’s common stock price
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per share ranged from $7.85 on November 19, 2018 to $11.75 on January 5, 2018 over the 52-week period ending on November 23, 2018. This analysis indicated that the $13.75 per share cash consideration to be received by holders of GPIC common stock represented a premium of:

71.9% based on the closing price per share of  $8.00 on November 23, 2018, the second-to-last full trading day before B. Riley delivered the fairness opinion to the special transaction committee (in its capacity as such);

64.8% based on the volume-weighted average closing price per share of  $8.34 over the 30-day period ending November 23, 2018;

56.6% based on the volume-weighted average closing price per share of  $8.78 over the 60-day period ending November 23, 2018;

56.9% based on the volume-weighted average closing price per share of  $8.76 over the 90-day period ending November 23, 2018;

56.7% based on the volume-weighted average closing price per share of  $8.78 over the 180-day period ending November 23, 2018;

41.6% based on the volume-weighted average closing price per share of  $9.71 over the one-year period ending November 23, 2018;

17.0% based on the 52-week high closing price per share of  $11.75 on November 23, 2018;

75.2% based on the 52-week low closing price per share of  $7.85 on November 23, 2018;

48.3% based on the 52-week average closing price per share of  $9.27;

8.2% based on the 5-year high closing price of  $12.71 on April 22, 2015;

80.0% based on the 5-year low closing price per share of  $7.64 on December 19, 2013; and

43.4% based on the 5-year average closing price per share of  $9.59.
General
The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of such methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying B. Riley’s opinion. In arriving at its fairness opinion, B. Riley considered the results of all of its analyses and, except as expressly stated above, did not attribute any particular weight to any factor or analysis considered by it. Rather, B. Riley made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to GPIC or the merger transaction. B. Riley prepared these analyses for purposes of providing its opinion to the special transaction committee (in its capacity as such) as to the fairness from a financial point of view, to the holders of shares of GPIC common stock (other than holders of excluded shares and holders of voting agreement shares), in the aggregate, of the merger consideration to be received by such holders in the merger transaction. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of GPIC, Angel, Merger Sub, B. Riley or any other person assumes responsibility if future results are materially different from those forecast.
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The merger consideration was determined through arm’s-length negotiations between GPIC and Angel and was approved by the GPIC board of directors by unanimous vote following a presentation to the GPIC board of directors. B. Riley, however, did not provide advice to the special transaction committee during these negotiations, or recommend any specific amount of consideration to the special transaction committee or the GPIC board of directors or that any specific amount of consideration constituted the only appropriate consideration for the merger transaction. As described above, B. Riley’s opinion to the special transaction committee (in its capacity as such) was one of many factors taken into consideration by the GPIC board of directors in making its determination to approve the merger transaction. The foregoing summary does not purport to be a complete description of the analyses performed by B. Riley in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of B. Riley, which is included as Annex C to this proxy statement and is incorporated herein by reference.
B. Riley’s opinion was approved by a fairness opinion committee of B. Riley professionals in accordance with its customary practice.
B. Riley and its affiliates are engaged in a broad range of securities activities and financial advisory services. B. Riley and its affiliates carry on a range of businesses for their own account and for their customers, including providing stock brokerage, investment advisory, investment management, proprietary financings and custodial services. In the ordinary course of business, B. Riley or its affiliates may actively trade or hold (for their own accounts or for the accounts of their customers) equity or debt securities, bank debt and/or other financial instruments, of  (i) GPIC and affiliates of GPIC, (ii) Angel and affiliates of Angel, and (iii) any other company that may be involved in the merger transaction as well as derivatives thereof, and, accordingly, may at any time hold long or short positions in such securities, bank debt, financial instruments and derivatives.
B. Riley has acted as exclusive financial advisor to the GPIC for purposes of issuing an opinion as to the fairness, from a financial point of view, of the merger consideration, to the special transaction committee (in its capacity as such) and, further, for purposes of providing advisory services in connection with a possible sale, transfer or other disposition, directly or indirectly, of all or a material portion of the equity securities, assets or business of GPIC or its subsidiaries, including assisting in the evaluation of GPIC’s strategic alternatives. The special transaction committee selected B. Riley as its exclusive financial advisor because it is an internationally recognized financial advisory firm that has substantial experience in the industries in which GPIC operates. B. Riley received a fee of  $250,000 as a result of the delivery of its fairness opinion. If the merger transaction or another transaction is consummated with Angel during the term of the agreement with B. Riley or for 12 months thereafter, B. Riley will receive an additional fee of $150,000. If a transaction is consummated with a party other than Angel during the term of the agreement B. Riley or for 12 months thereafter, B. Riley will receive an additional fee equal to 0.5% of the aggregate value of such transaction. In addition, GPIC agreed to reimburse certain of B. Riley’s reasonable expenses and to indemnify B. Riley and certain related parties against certain liabilities arising out of its engagement. If no transaction is consummated and GPIC receives a termination or breakup fee in connection therewith, B. Riley will receive an additional $150,000.
Delisting and Deregistration of Our Common Stock
GPIC common stock is registered as a class of equity securities under the Exchange Act and is quoted on NASDAQ under the symbol “GPIC.” As a result of the merger, we will become a wholly owned subsidiary of Angel, with no public market for our common stock. After the merger, our common stock will cease to be traded on NASDAQ and price quotations with respect to sales of shares of our common stock in the public market will no longer be available. In addition, we will no longer be required to file periodic reports with the SEC after the effective time of the merger with respect to our common stock.
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No Financing Condition; Fees and Expenses
The merger is not conditioned on Angel obtaining the proceeds of any financing. Angel has represented in the merger agreement that it will have, at the effective time of the merger, sufficient funds (including cash, cash equivalents, available lines of credit or other sources of immediately available funds) to pay the aggregate merger consideration and make all other necessary payments by it in connection with the merger. Angel expects to pay the aggregate merger consideration from its cash on hand. We anticipate that the total amount of funds necessary to complete the merger and the other transactions contemplated by the merger agreement will be approximately $112,420,268. These funds include the funds needed to pay our stockholders (including equity award holders) the amount due under the merger agreement.
We anticipate that the customary fees and expenses to be incurred by GPIC in connection with the transactions contemplated by the merger agreement will be approximately $1.25 million.
Interests of GPIC’s Directors and Executive Officers in the Merger
In considering the recommendation of the special transaction committee and the GPIC board of directors with respect to the merger, GPIC stockholders should be aware that the directors and executive officers of GPIC have certain interests in the merger that may be different from, or in addition to, the interests of GPIC stockholders generally. The special transaction committee and the GPIC board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the merger and making its recommendation that GPIC stockholders approve the merger agreement and the merger. These interests are described below.
Directors Getting Cash in Lieu of Option Value
Following the execution of the merger agreement through the effective time of the merger, as compensation for their services rendered to GPIC, members of the GPIC board of directors will each receive a cash payment equal to $5 per option in lieu of their regular 2019 stock option grants.
Payments to Directors for Special Transaction Committee Service
The GPIC board of directors appointed Martin A. Berkowitz and Robert J. Kelly to serve on a special transaction committee of independent directors for purposes of evaluating the fairness of the terms of the merger agreement to GPIC’s stockholders. In exchange for their service on the special transaction committee, Mr. Berkowitz and Mr. Kelly will each receive a one-time cash payment of  $100,000 from GPIC. This compensation arrangement with Mr. Berkowitz and Mr. Kelly was approved by the GPIC board of directors on November 27, 2018. Further, GPIC disclosed the arrangement in a Current Report on Form 8-K filed with the SEC on November 30, 2018.
Options
At the effective time of the merger, each option to purchase GPIC common stock held by a director or executive officer that is outstanding (whether vested or unvested) immediately prior to the effective time of the merger will be canceled in exchange for the right to receive an amount in cash equal to the excess, if any, of the merger consideration over the exercise price of such option, less any applicable withholding taxes. If the exercise price of the option equals or exceeds the merger consideration, the option will be canceled without the payment of any consideration to the holder.
Summary Table
The following table shows, for each director and executive officer of GPIC, as applicable, (i) the number of shares subject to options (vested or unvested) held by him or her, (ii) the cash consideration that he or she will receive for such options (vested or unvested) at the effective time of the merger in each case as of an assumed merger closing date of December 1, 2019, based on applicable holdings on December 28, 2018 and assuming continued employment or service through the assumed merger closing date of December 1, 2019. Although Gregory Gronau, GPIC’s former chief executive officer, is considered an executive officer for purposes of the SEC’s disclosure rules, Mr. Gronau ceased his employment with GPIC effective September 21, 2018. GPIC and Mr. Gronau also entered into a consulting agreement pursuant to
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which Mr. Gronau will provide part-time consulting services to GPIC following his date of departure until December 31, 2018 in exchange for payments of  $10,000 per month. As a result, Mr. Gronau has no interest in the merger (except insofar as he is required to be paid under his consulting agreement), or any rights to compensation that are based on or otherwise related to the merger, and is therefore not included in the disclosure that follows.
Name
Total Options
Outstanding as of
December 28, 2018
Cash-Out Payment
for Options
($)
Executive Officers
Alain Thieffry
35,000 $ 197,155
Directors
Martin A. Berkowitz
48,000 $ 257,400
Eric P. Endy
19,500 $ 95,660
Charles R. Henry
35,000 $ 198,433
Robert J. Kelly
64,250 $ 353,085
Jean-Francois Lendais
28,500 $ 142,625
Annual Bonus Programs
The merger agreement permits GPIC to determine the amount of the 2018 fiscal year annual cash bonuses in the ordinary course of business for participants in GPIC’s 2018 fiscal year annual cash bonus plans, including the executive officers of GPIC, based on actual performance in accordance with the terms of GPIC’s 2018 fiscal year annual cash bonus plans, provided that the aggregate amount of 2018 fiscal year annual cash bonuses may not exceed $1,000,000 exclusive of the value of any applicable payroll tax withholdings.
Executive Officer Severance and Employment Arrangements
We do not have any arrangements with any of our executive officers pursuant to which we are required to make severance payments. The employment arrangements with Gregory Gronau, our former executive officer who resigned from his position as chief executive officer of GPIC effective September 21, 2018, have each terminated.
Employment Agreement with Gregory Gronau
On October 28, 2008, we entered into an employment agreement with Gregory S. Gronau for his appointment as our Executive Vice President and Chief Operating Officer. The employment agreement provided for a three-year term of employment expiring on October 28, 2011, with automatic renewals for additional one-year periods unless either party provides written notice that the agreement will not be extended. Therefore, the employment agreement was automatically renewed until October 28, 2018. On September 12, 2009, as contemplated in his employment agreement, Mr. Gronau was appointed as our President and Chief Executive Officer. Under the terms of his employment agreement, in connection with his appointment as President and Chief Executive Officer, and as amended since that time by the GPIC board of directors, Mr. Gronau was entitled to:

an annual salary of  $350,000;

a bonus as determined by the GPIC board of directors in its sole discretion based on Mr. Gronau’s achieving annual objectives specified by the board of directors after consultation with Mr. Gronau;

a stock option to purchase 150,000 shares of our common stock at an exercise price equal to the last sale price of our common stock on the NASDAQ on the date of grant, which stock option was granted on May 6, 2009. The stock option vested over a five-year period, and is now fully vested and exercisable;
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an automobile allowance of  $600 per month and reimbursement of certain related expenses;

participation in all medical, retirement, pension, or other benefit plans made available to our employees; and

compensation is subject to increases at the sole discretion of the GPIC board of directors.
Pursuant to Mr. Gronau’s employment agreement, he has agreed not to disclose any confidential information of the Company or its affiliates, licensors, suppliers, and customers at any time during or after the term of his employment agreement. Mr. Gronau has also agreed that during and for a one-year period following a termination of his employment with the Company, he will not compete with GPIC anywhere in the United States. In addition, Mr. Gronau has agreed that during and for a period of two years following a termination of his employment with GPIC, he will not (i) solicit for employment any employee or agent of GPIC, or (ii) solicit or entice any customer and/or vendor of GPIC to cease doing business with GPIC.
Consulting Agreement with Gregory Gronau
Pursuant to Mr. Gronau’s consulting agreement with Gaming Partners International USA, Inc., a wholly owned subsidiary of GPIC, Gaming Partners International USA, Inc. paid Mr. Gronau a monthly consulting fee of  $10,000 payable on the first day of October, November and December of 2018. In exchange, Mr. Gronau was required to make himself available for meetings for 40 hours per month as GPIC’s ATS system program demands. In addition, Gaming Partners International USA, Inc. was required to reimburse Mr. Gronau for reasonable, pre-approved travel expenses (expenses totaling over $400 must be pre-approved by the GPIC Chief Financial Officer or Executive Vice President of Finance). Mr. Gronau’s consulting agreement terminated on December 31, 2018.
Quantification of Potential Payments to Named Executive Officers in Connection with the Merger
For purposes of the disclosure in this proxy statement GPIC has only one “named executive officer”: Alain Thieffry (Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Chairperson of the Board). Although Gregory Gronau, GPIC’s former chief executive officer, is considered an executive officer for purposes of the SEC’s disclosure rules, Mr. Gronau ceased his employment with GPIC effective September 21, 2018. GPIC and Mr. Gronau also entered into a consulting agreement pursuant to which Mr. Gronau provided part-time consulting services to GPIC following his date of departure until December 31, 2018 in exchange for payments of  $10,000 per month. As a result, Mr. Gronau has no interest in the merger (except insofar as he is required to be paid under his consulting agreement), or any rights to compensation that are based on or otherwise related to the merger, and is therefore not included in the disclosure that follows.
Director and Officer Indemnification
In accordance with the NRS, our articles of incorporation and bylaws provide for mandatory indemnification of any person, including directors and officers, made a party to a proceeding by reason of such person’s former or current official capacity under certain circumstances. In addition, pursuant to the terms of the merger agreement, directors and officers of GPIC have rights to indemnification and directors’ and officers’ liability insurance that will survive completion of the merger. For more information, see the section entitled “Terms of the Merger Agreement — Directors’ and Officers’ Indemnification and Insurance” beginning on page 71 of this proxy statement.
Certain Projections Prepared by the Management of GPIC
GPIC does not generally publish its business plans and strategies or make external disclosures of its anticipated financial position or results of operations other than for providing, from time to time, estimated ranges of certain expected financial results and operational metrics for the current year in its regular earnings press releases and other investor materials GPIC is especially wary of making projections for extended earnings periods due to the unpredictability of the underlying assumptions and estimates. However, in connection with GPIC’s ordinary course efforts to conduct annual business planning activities, GPIC’s management prepared internal financial forecasts for fiscal years 2019, 2020 and 2021 (which we refer to as the “FY 2019-21 projections” in this proxy statement) that were not intended for public
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disclosure. The FY 2019-21 projections were not prepared in connection with or in response to Angel’s proposal to acquire GPIC, and were the projections that members of GPIC’s management believed provided a reasonable basis for GPIC’s future performance based on facts known at such time.
The FY 2019-21 projections, which are summarized below under the heading “Summary of Certain Projections” were (i) provided to B. Riley for its consideration in connection with its financial analyses summarized above under “Proposal 1: Approval of the Merger Agreement — Opinion of GPIC’s Financial Advisor” beginning on page 39 of this proxy statement and (ii) considered and reviewed by the special transaction committee in connection with its deliberations with respect to the merger, as further described above under “Proposal 1: Approval of the Merger Agreement —  Background of the Merger” beginning on page 29 of this proxy statement.
GPIC advised the recipients of the FY 2019-21 projections that such projections are subjective in many respects. The FY 2019-21 projections provided below reflect various assumptions and estimates of GPIC’s management made in good faith, including, without limitation, with respect to industry performance, general business, economic, market and financial conditions, the anticipated impact of GPIC’s prior acquisitions and the potential synergies expected to be achieved in connection therewith and other matters, many of which are difficult to predict and subject to significant economic and competitive uncertainties beyond GPIC’s control. In addition, it should be noted the FY 2019-21 projections were prepared by GPIC’s management on a specific date, and that, as a result, the underlying assumptions of, and knowledge of GPIC’s actual results known by, GPIC’s management differed as it relates to the FY 2019-21 projections relative to other dates. In particular, the FY 2019-21 projections do not reflect revisions reflecting GPIC’s customary year-end closing of its financial information.
Summary of Certain Projections
The following table summarizes the projections that were reviewed by the GPIC board of directors and provided to B. Riley, as described above. Figures presented below may not be exactly reconcilable due to rounding.
Fiscal Year Ending December 31,
($ in millions)
2018
2019
2020
2021
Total Revenue
$ 86,000 $ 81,745 $ 81,745 $ 81,745
Total Gross Profit
$ 25,800 $ 23,706 $ 23,706 $ 23,706
Total Operating Income
$ 6,100 $ 5,706 5,346 $ 4,979
Net Income
$ 4,350 $ 4,279 $ 4,009 $ 3,734
Adjusted EBITDA Calculation
Net Income from Continuing Operations
$ 6,100 $ 4,279 $ 4,009 $ 3,734
Income Tax Expense (Benefit)
$ 1,450 $ 1,426 $ 1,336 $ 1,245
Depreciation and Amortization
$ 4,791 $ 4,811 $ 4,811 $ 4,811
Adjusted EBITDA
$ 10,624 $ 10,499 $ 10,139 $ 9,772
Adjusted EBITDA, as presented above, is a Non-Generally Accepted Accounting Principles, which we refer to as “GAAP” in this proxy statement, financial measure. GPIC provided this information to B. Riley because it believed it could be useful in evaluating, on a prospective basis, GPIC’s potential operating performance and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Not all companies calculate Adjusted EBITDA the same way, and GPIC’s presentation may be different from those presented by other companies.
Adjusted EBITDA reflects the inclusion of, interest expense, income taxes, depreciation and amortization (including with respect to leased gaming equipment) and share based compensation. Adjusted EBITDA, as presented above, does not reflect the inclusion of acquisition related costs.
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The internal financial projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections, or GAAP. The projected financial information included herein has been prepared by, and is the responsibility of, GPIC’s management. GPIC cautions you that the internal financial projections are speculative in nature and based upon subjective decisions and assumptions. The summary of the financial forecasts is not included in this document in order to induce any stockholder to vote in favor of the merger proposal or any of the other proposals to be voted on at the special meeting, but because these internal financial projections were provided by GPIC management to B. Riley in contemplation of, and used by the GPIC board of directors in its consideration of, a potential transaction.
In addition, the projections were not prepared with the assistance of, or reviewed, compiled or examined by, our independent accountants, Moss Adams LLP, which we refer to as “Moss Adams” throughout this proxy statement. Moss Adams has not examined or compiled any of the accompanying projected financial information, and accordingly, Moss Adams does not express an opinion or any other form of assurance with respect thereto. The Moss Adams report incorporated by reference in this proxy statement only relates to GPIC’s historical consolidated financial statements and notes thereto. It does not extend to the projected financial information and it should not be read to do so.
These internal financial projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of GPIC’s management. Important factors that may affect actual results and cause the internal financial projections not to be achieved include, but are not limited to, risks and uncertainties relating to GPIC’s business (including its ability to achieve potential strategic goals, acquisitions, objectives and targets over applicable periods, the gaming machine industry, the interactive business, the regulatory environment, general business and economic conditions and other risk factors described under the section entitled “Risk Factors” in GPIC’s Annual Report on Form 10-K for the year ended December 31, 2017, and more recent filings incorporated by reference in the proxy statement and “Cautionary Statement Concerning Forward-Looking Information” beginning on page 20 of this proxy statement). Because the internal financial projections cover multiple future years, such information by its nature is less reliable in predicting each successive year. The internal financial projections also do not take into account any circumstances or events occurring after the date on which they were prepared and do not give effect to the transactions contemplated by the merger agreement, including the merger. The internal financial projections also reflect assumptions as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in these internal financial projections. Accordingly, there can be no assurance that the internal financial projections will be realized or that actual results will not be significantly higher or lower than projected.
The inclusion of these internal financial projections in this proxy statement should not be regarded as an indication that any of GPIC or their respective affiliates, advisors or representatives considered the internal financial projections to be predictive of actual future events, and the internal financial projections should not be relied upon as such. None of GPIC or their respective affiliates, advisors, officers, employees, directors or representatives can give you any assurance that actual results will not differ from these internal financial projections, and none of them undertakes any obligation to update or otherwise revise or reconcile these internal financial projections to reflect circumstances existing after the date the internal financial projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the projections are shown to be in error. Except as may be required by applicable securities laws, GPIC does not intend to make publicly available any update or other revision to these internal financial projections even in the event that any or all of the assumptions are shown to be in error. None of GPIC or its affiliates, advisors, officers, employees, directors or representatives has made or makes any representation to any stockholder or other person regarding GPIC’s ultimate performance compared to the information contained in these internal financial projections or that projected results will be achieved. GPIC has made no representation to Angel, in the merger agreement or otherwise, concerning these internal financial projections.
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Since the date of the projections, GPIC has made publicly available its actual results of operations for the fiscal year ended December 31, 2017. You should review GPIC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed on March 23, 2018, and Current Report on Form 8-K, filed on November 27, 2018, to obtain this information, which have been filed with the SEC.
See the section entitled “Where Stockholders Can Find Additional Information” beginning on page 86 of this proxy statement.
Regulatory Approvals
Antitrust Filings
If applicable, the HSR Act and the regulations promulgated thereunder require that we file notification and report forms with respect to the merger and related transactions with the Antitrust Division and the FTC. The parties thereafter are required to observe a waiting period before completing the merger. At this time, we and Angel do not believe that we are required to make such notification. However, we may be required to make such notification at some time prior to the completion of the merger.
At any time before or after the completion of the merger, the Antitrust Division or the FTC or any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, to rescind the merger or to seek divestiture of particular assets. Private parties also may seek to take legal action under the antitrust laws under certain circumstances. Although there is no assurance that they will not do so, we do not expect any regulatory authority, state or private party to take legal action under the antitrust laws.
Required Gaming Approvals
The parties have agreed that receipt of the required gaming approvals from 11 jurisdictions is a condition to closing the merger.
Angel may under certain circumstances waive the condition relating to any such required gaming approval on behalf of both Angel and GPIC if consummation of the merger in the absence of such required gaming approval would not constitute a violation of applicable law. In addition to the jurisdictions identified by the parties as conditions to the merger, either GPIC or Angel may make further filings with gaming regulators in various jurisdictions as may be required by applicable law, but the expiration of any waiting periods, or receipt of any required approvals, in connection with such filings will not be conditions to the consummation of the merger.
By the time this proxy statement is mailed to stockholders, we expect Angel to have filed or have caused to be filed all initial applications and documents in connection with obtaining the required gaming approvals and with respect to certain of such approvals the parties have already received confirmation that all obligations necessary to be fulfilled prior to the merger have been satisfied. GPIC anticipates that Angel will obtain the required gaming approvals in the remaining specified jurisdictions prior to the end of 2019.
At any time before or after the completion of the merger, a regulator could take such action under the gaming laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger or to seek divestiture of particular assets.
Other Matters with Respect to Regulatory Approvals
Angel has the principal responsibility, after prior, good faith consultation with GPIC and after considering, in good faith, the views and comments of GPIC, for devising and implementing the strategy for obtaining any of the antitrust approvals or required gaming approvals and shall take the lead in all meetings and communications with, or proceedings involving, any governmental entity in connection with obtaining the antitrust approvals and the required gaming approvals. However, the consent of each of GPIC and Angel is required prior to the taking of any action (including the failure to take any such action) in connection with obtaining any antitrust approvals or required gaming approvals if such action (or failure to act) would be reasonably likely to materially delay, or materially impair the likelihood of obtaining, any such approvals.
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Although we do not expect these regulatory authorities to raise any significant concerns in connection with their review of the merger, there is no assurance that all applicable waiting periods will expire, that Angel will obtain all required regulatory approvals or that those approvals will not include terms, conditions or restrictions that may have an adverse effect on us or, after completion of the transaction, Angel.
Other than the filings described above, we are not aware of any mandatory regulatory filings to be made, approvals to be obtained or waiting periods to expire, in order to complete the merger. If any approval or action is needed, however, we may not be able to obtain it or any of the other necessary approvals. Even if we could obtain all necessary approvals, and the merger agreement is approved by our stockholders, conditions may be placed on the merger, our business or that of Angel that could cause the parties to fail to consummate the merger.
Litigation Relating to the Merger
GPIC is not aware of any pending litigation relating to or challenging the merger as of the date of this proxy statement.
Material U.S. Federal Income Tax Consequences of the Merger for U.S. Holders
The following is a summary of material U.S. federal income tax consequences of the merger to “U.S. holders” (as defined below) of our common stock. This summary is based on the Internal Revenue Code, the U.S. Treasury Department regulations promulgated under the Internal Revenue Code, published rulings by the Internal Revenue Service, which we refer to as the “IRS” in this proxy statement and judicial authorities and administrative decisions, all as in effect as of the date of this proxy statement and all of which are subject to change, possibly with retroactive effect. This summary is not binding on the IRS or a court, and there can be no assurance that the tax consequences described in this summary will not be challenged by the IRS or that they would be sustained by a court if so challenged. No ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered, as to the U.S. federal income tax consequences of the merger.
For purposes of this summary, the term “U.S. holder” means a beneficial owner of shares of our common stock that is, for U.S. federal income tax purposes:

an individual who is a citizen or resident of the United States;

a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

a trust (i) if the administration is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust; or (ii) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or

an estate, the income of which is subject to U.S. federal income tax regardless of its source.
This summary does not address or consider all of the U.S. federal income tax consequences that may be applicable to U.S. holders of our common stock in light of their particular circumstances. For example, this summary does not address the alternative minimum tax. In addition, this summary does not address the U.S. federal income tax consequences of the merger to holders who are subject to special treatment under U.S. federal income tax rules, including, for example, banks and other financial institutions; insurance companies; mutual funds; real estate investment trusts; personal holding companies; regulated investment companies; securities or currency dealers; traders in securities who elect to use the mark-to-market method of accounting; tax-exempt investors; S corporations; holders classified as or that hold their shares through partnerships or other flow-through entities under the Internal Revenue Code; holders who hold their shares of our common stock as part of a hedge, straddle, constructive sale, conversion transaction, or other integrated investment; holders whose functional currency is not the U.S. dollar; holders who acquired their shares of our common stock through the exercise of employee stock options or otherwise as compensation; tax-deferred or other retirement accounts; certain U.S. expatriates; certain former citizens or residents of the United States; and holders who do not hold their shares of our
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common stock as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code (generally, property held for investment). In addition, this summary does not address any aspects of foreign, state, local, estate, gift, or other tax laws that may be applicable to a particular holder in connection with the merger.
The tax consequences of the merger to stockholders who hold their shares of our common stock through a partnership or other flow-through entity will generally depend on the status of the stockholder and the activities of the partnership or other flow-through entity. Partners in a partnership (or other flow-through entity) holding shares of our common stock should consult their tax advisors regarding the tax consequences of the merger to them.
Further, this summary does not address any tax consequences of the merger to U.S. holders of options or stock appreciation rights whose options or stock appreciation rights are canceled in exchange for cash or other consideration pursuant to the merger. Such option or stock appreciation rights holders should consult their tax advisors regarding the tax consequences of the merger to them.
Exchange of Common Stock for Cash
A U.S. holder’s receipt of the merger consideration in exchange for shares of our common stock will generally be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of common stock are converted into the right to receive cash pursuant to the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis will generally equal the price the U.S. holder paid for such shares. The amount of gain or loss must be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction) surrendered by the U.S. holder in the merger. Such gain or loss will generally be long-term capital gain or loss if the U.S. holder’s holding period for such shares is more than one year at the effective time of the merger. Long-term capital gains recognized by individual and certain other non-corporate U.S. holders are generally taxed at preferential U.S. federal income tax rates. A U.S. holder’s ability to deduct capital losses may be limited.
Backup Withholding and Information Reporting
A U.S. holder may be subject to information reporting on all cash payments to which such U.S. holder is entitled in connection with the merger and may be subject to U.S. federal backup withholding on such payments, unless the U.S. holder provides its correct taxpayer identification number and complies with applicable certification procedures or otherwise establishes an exemption from backup withholding. In addition, if the paying agent is not provided with a U.S. holder’s correct taxpayer identification number or other adequate basis for exemption, the U.S. holder may be subject to certain penalties imposed by the IRS. Each U.S. holder should complete and sign the Form W-9 that will be included as part of the letter of transmittal and timely return it to the paying agent in order to avoid backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowable as a refund or credit against a U.S. holder’s U.S. federal income tax liability, provided that certain required information is timely furnished to the IRS.
This summary is provided for general information only and is not tax advice. Holders of our common stock should consult their tax advisors regarding the application of the U.S. federal income tax laws to their particular situations, as well as any potential tax consequences of the merger arising under foreign, state, local, estate, gift, and other tax laws.
No Dissenter’s Rights
Pursuant to NRS 92A.390, dissenter’s rights are not applicable to the merger agreement or the transactions contemplated thereby, including the merger.
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TERMS OF THE MERGER AGREEMENT
The following summary describes the material provisions of the merger agreement and is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that may be important to you. We encourage you to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.
Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement; Representations, Warranties and Covenants in the Merger Agreement Are Not Intended to Function or Be Relied on as Public Disclosures
The merger agreement and the summary of terms included in this proxy statement have been prepared to provide you with information regarding its terms and are not intended to provide any other factual information about GPIC, Angel, Merger Sub or any of their respective subsidiaries or affiliates. Such information can be found elsewhere in this proxy statement or in the public filings that we make with the SEC, as described in the section entitled “Where Stockholders Can Find More Information” beginning on page 86 of this proxy statement. The representations, warranties and covenants of each of the parties contained in the merger agreement have been made solely for the purposes of the merger agreement and as of specific dates and solely for the benefit of parties to the merger agreement and:

are not intended as statements of fact, but rather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate;

have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the merger agreement, which disclosures are not reflected in the merger agreement itself;

may no longer be true as of a given date;

may be subject to a contractual standard of materiality in a way that is different from those generally applicable to you or other stockholders and reports and documents filed with the SEC; and

may be subject in some cases to other exceptions and qualifications (including exceptions that do not result in, and would not reasonably be expected to have, a “material adverse effect”).
Accordingly, you should not rely on the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of GPIC, Angel, Merger Sub or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in GPIC’s public disclosures. Accordingly, the representations and warranties and other provisions of the merger agreement or any description of such provisions should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. See the section entitled “Where Stockholders Can Find More Information” beginning on page 86 of this proxy statement.
Terms of the Merger; Merger Consideration
The merger agreement provides that, upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the NRS, at the effective time of the merger, Merger Sub will be merged with and into GPIC, whereupon the separate existence of Merger Sub will cease, and GPIC will continue as the surviving corporation and a wholly owned subsidiary of Angel.
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At the effective time of the merger, on the terms and subject to the conditions set forth in the merger agreement:

each share of GPIC common stock issued and outstanding immediately prior to such time, other than the excluded shares (as described below), will be converted into the right to receive $13.75 in cash (such amount is referred to in this proxy statement as the “merger consideration”), without interest and subject to any applicable withholding taxes;

each share of GPIC common stock owned by GPIC (or held in GPIC’s treasury) will be canceled and no payment will be made with respect to such shares;

each share of GPIC common stock owned by any direct or indirect subsidiary of GPIC, or by Angel, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries will cancelled and no payment will be made with respect to such shares; and

each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the effective time of the merger, will be converted into one share of common stock, par value $0.01 per share, of the surviving corporation.
After the effective time of the merger, shares of GPIC common stock outstanding prior to the effective time will no longer be outstanding and will cease to exist, and each certificate that represented shares of GPIC common stock prior to the effective time of the merger will represent only the right to receive the merger consideration as described above.
In the event that, from the date of the merger agreement until the effective time of the merger, the number of outstanding shares of GPIC common stock is changed into a different number of shares or a different class by reason of any stock split, divisions or subdivisions of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transactions, then the merger consideration will be appropriately adjusted.
Articles of Incorporation; Bylaws; Directors and Officers
At the effective time of the merger, the articles of incorporation of GPIC will be amended and restated in their entirety to read as set forth on Annex I to the merger agreement and, as so amended and restated, will be the articles of incorporation of the surviving corporation. At the effective time of the merger, the bylaws of the surviving corporation will be amended and restated to conform to the bylaws of Merger Sub as in effect immediately prior to such time, except that references to the name of Merger Sub will be replaced by references to the name of the surviving corporation. In addition, as of the effective time of the merger, the directors and officers of Merger Sub immediately prior to the effective time of the merger will be the directors and officers of the surviving corporation until their respective successors have been duly elected and qualified, or their earlier death, resignation, resignation or removal in accordance with the articles of incorporation and bylaws of the surviving corporation.
Completion of the Merger
The closing of the merger will take place (i) as soon as reasonably practicable, but no later than the third business day, after all conditions to the completion of the merger have been satisfied or waived (other than those conditions that can only be satisfied at such closing, but subject to the satisfaction or waiver of such conditions) or (ii) on such other date or time as the parties may mutually agree in writing.
Effective Time
The effective time of the merger will be at the time when the articles of merger are filed with the Nevada Secretary of State or at such later time as the parties agree in writing and specify in the articles of merger in accordance with the NRS. As soon as practicable on the closing date of the merger, the parties shall cause the articles of merger to be filed with the Nevada Secretary of State.
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Treatment of Stock Options and Stock Appreciation Rights
The treatment of all GPIC equity awards, including those held by GPIC’s directors and executive officers is summarized below.
Options
At the effective time of the merger, each option to purchase GPIC common stock that is outstanding and unexercised (whether vested or unvested) immediately prior to the effective time of the merger will be cancelled as of the effective time of the merger in exchange for the right to receive an amount in cash equal to the excess, if any, of  (i) the merger consideration, over (ii) the exercise price of such option, without interest and less any applicable withholding taxes. If the exercise price of the option equals or exceeds the merger consideration, such option will be cancelled without any payment or other consideration being made or owed to the holder in respect thereof.
Stock Appreciation Rights
At the effective time of the merger, each stock appreciation right with respect to GPIC common stock that is outstanding and unexercised (whether vested or unvested) immediately prior to the effective time of the merger will be cancelled as of the effective time of the merger without any payment or other consideration being made or owed to the holder in respect thereof.
Exchange of Shares in the Merger
Prior to the effective time of the merger, Angel will designate a paying agent mutually agreeable to the parties to handle the exchange of shares of GPIC common stock for the merger consideration. On or prior to the closing date of the merger, Angel will deposit (or cause to be deposited) with the paying agent all of the cash sufficient to pay the aggregate merger consideration including the merger consideration payable to holders of options that do not require any tax withholding. With respect to the aggregate merger consideration payable to holders of options that require tax withholding, Angel will deposit with the surviving corporation cash sufficient to pay such aggregate amount on or prior to the closing date of the merger. At any time after the effective time of the merger, shares of GPIC common stock, other than the excluded shares (all of which will be cancelled at the consummation of the merger), will represent only the right to receive the merger consideration as described above.
Promptly, but no later than five business days, after the effective time of the merger, the paying agent or the surviving corporation will mail to each (i) holder of record, as of immediately prior to the effective time of the merger, of GPIC common stock certificates, (ii) holder of record, as of immediately prior to the effective time of the merger, of one or more book-entry shares and (iii) holder of record, as of immediately prior to the effective time of the merger, of one or more options to purchase GPIC common stock that are entitled to receive the merger consideration and are not subject to any tax withholding, a form or forms of letter of transmittal specifying that delivery will be effected, and risk of loss and title to any such certificates will pass, only upon delivery of such certificates to the paying agent or a customary agent’s message in respect of book-entry shares, and providing instructions for effecting the surrender of GPIC common stock certificates or book-entry shares in exchange for the merger consideration. Upon surrender to the paying agent of the certificates (or affidavits of loss in lieu thereof as described below, if applicable) or book-entry shares, together with such letter of transmittal in the case of certificates and such other documents as may be required pursuant to the instructions therein, the holder of such certificates or book-entry shares will be entitled to receive in exchange therefor the merger consideration for each share of GPIC common stock formerly evidenced by such certificates or book-entry shares, and such certificates and book-entry shares will then be cancelled.
GPIC stockholders should not return stock certificates with the enclosed proxy card, and GPIC stockholders should not forward stock certificates to the paying agent without a letter of transmittal.
After the effective time of the merger, shares of GPIC common stock outstanding prior to the effective time will no longer be outstanding and will cease to exist, and each certificate that represented shares of GPIC common stock prior to the effective time of the merger will represent only the right to receive the merger consideration as described above.
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Following the date that is 12 months after the effective time of the merger, any portion of the funds held by the paying agent that remain unclaimed by our former stockholders or former holders of options not subject to tax withholding that are entitled to receive a portion of the merger consideration, including the proceeds from investment thereof, shall be delivered to Angel. Thereafter, our former stockholders may look only to Angel or the surviving corporation (subject to abandoned property, escheat or similar laws) for payment with respect to the merger consideration to which they are entitled.
At the effective time of the merger, our stock transfer books will be closed and there will be no further registration of transfers of our common stock. If, after the effective time of the merger, certificates are presented to the surviving corporation for transfer, such certificates will be cancelled and exchanged for payment of the merger consideration.
If the payment of the merger consideration is to be made to a person other than the registered holder of the certificate surrendered in exchange for the merger consideration, the certificate surrendered must be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment must pay any applicable stock transfer or other taxes or establish to the reasonable satisfaction of Angel that such taxes have been paid or are not payable.
No interest will be paid or will accrue on any cash payable upon surrender of any GPIC common stock certificate or book-entry share.
Lost, Stolen or Destroyed Certificates
If any GPIC common stock certificate has been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, to the extent required by the surviving corporation, the posting by such person of a bond in such reasonable amount as Angel or the surviving corporation may direct, as indemnity against any claim that may be made against the surviving corporation with respect to such certificate (which will not exceed the merger consideration payable with respect to such certificate), the paying agent will pay (less any amounts required to be withheld) in exchange for such lost, stolen or destroyed certificate the merger consideration that would be payable in respect thereof pursuant to the merger agreement had such lost, stolen or destroyed certificate been surrendered as provided in the merger agreement.
Representations and Warranties
The merger agreement contains customary representations and warranties made by GPIC to Angel and customary representations and warranties made by Angel to GPIC. These representations and warranties are subject to important limitations and qualifications agreed to by the parties in connection with negotiating the terms of the merger agreement. In particular, certain of the representations and warranties that GPIC made in the merger agreement are qualified by certain confidential disclosures that GPIC delivered to Angel concurrently with the execution of the merger agreement. In addition, certain representations and warranties were made as of a specified date, may be subject to contractual standards of materiality different from those generally applicable to public disclosures to stockholders, may be subject in some cases to other exceptions and qualifications (including exceptions that do not result in, and would not reasonably be expected to have, a “material adverse effect”), or may have been used for the purpose of allocating risk among the parties rather than establishing matters of fact. See also the definition of “material adverse effect” beginning on page 61 of this proxy statement. Investors are not third-party beneficiaries under the merger agreement and in reviewing the representations, warranties and covenants contained in the merger agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any description thereof were not intended by the parties to the merger agreement to be characterizations of the actual state of facts or condition of GPIC, Angel or Merger Sub, or any of their respective subsidiaries or affiliates. For the foregoing reasons, the representations and warranties given by the parties in the merger agreement or any description thereof should not be read alone and should instead be read in conjunction with the other information contained in the reports, statements and filings that GPIC publicly files with the SEC.
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GPIC’s representations and warranties under the merger agreement relate to, among other things:

corporate matters, such as due organization, organizational documents, good standing, qualification, corporate power and authority of GPIC and each of its subsidiaries;

the capitalization of GPIC, including the number of shares of common stock, options and stock appreciation rights outstanding and the ownership of the capital stock of its subsidiaries;

the absence of restrictions or encumbrances with respect to the capital stock of GPIC and its subsidiaries;

compliance with SEC filing requirements for GPIC’s SEC filings since January 1, 2017, including the accuracy of information contained in such documents and compliance with U.S. GAAP and the rules and regulations of the SEC with respect to the consolidated financial statements contained therein;

adequacy of disclosure controls and internal controls over financial reporting;

absence of a “material adverse effect” from December 31, 2017 through the date of the merger agreement;

the absence of certain changes and events since December 31, 2017;

title to certain tangible personal property and absence of liens or other encumbrances (other than permitted encumbrances) with respect thereto;

real property matters;

intellectual property matters;

data privacy and security matters;

material contracts and the performance of obligations and the absence of breach or default thereunder;

the absence of certain undisclosed liabilities;

compliance with applicable laws and governmental orders, including applicable gaming laws and privacy laws;

compliance with anti-corruption and anti-bribery laws;

gaming approvals and licensing matters;

the possession of and compliance with required licenses, permits, authorizations and other similar governmental approvals necessary for the conduct of GPIC’s business and the businesses of each of GPIC’s subsidiaries;

tax matters;

labor matters, employees, compensation and employee benefit plans, including ERISA and certain related matters;

environmental matters;

insurance policies and claims;

the absence of certain legal proceedings, investigations and governmental orders;

the authority of GPIC to enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement and the enforceability of the merger agreement against GPIC;

the approval and recommendation by GPIC’s board of directors of the merger agreement and the transactions contemplated by the merger agreement;

the absence of restrictions under any anti-takeover statute or regulation;
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required consents and approvals, and no violations of organizational documents, contracts or applicable legal requirements as a result of the transactions contemplated by the merger agreement;

receipt by the special transaction committee of GPIC board of directors of an opinion of GPIC’s financial advisor as to the fairness, from a financial point of view, of the consideration to be received by holders of shares of GPIC common stock, other than excluded shares and voting agreement shares, upon the consummation of the merger;

brokers’ and financial advisors’ fees related to the merger;

the absence of any voting requirement in connection with the merger, other than the vote of the stockholders of GPIC to be taken at the special meeting;

compliance by GPIC with governmental laws and regulations with respect to the use of conflict minerals;

absence of the availability of stockholder dissenter’s rights or other rights of appraisal in connection with the merger; and

the accuracy of information contained in this proxy statement, as it may be amended or supplemented from time to time.
The merger agreement also contains customary representations and warranties made by Angel that are subject to specified exceptions and qualifications contained in the merger agreement. The representations and warranties of Angel and Merger Sub to GPIC under the merger agreement, relate to, among other things:

Angel’s and Merger Sub’s due organization, valid existence, good standing and corporate power;

the formation and activities of Merger Sub;

the authority of Angel and Merger Sub to enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement and the enforceability of the merger agreement against Angel and Merger Sub;

required consents and approvals, and no violations of organizational documents, contracts or applicable law as a result of the transactions contemplated by the merger agreement;

the absence of certain legal proceedings, investigations and governmental orders;

solvency of Angel and the surviving corporation at and immediately following the merger;

the absence of beneficial ownership of GPIC common stock;

independent investigation regarding GPIC;

brokers’ and financial advisors’ fees related to the merger;

effectiveness of the limited guaranty (as defined on page 73); and

the accuracy of information supplied to GPIC by Angel for use in this proxy statement, as it may be amended or supplemented from time to time.
The representations and warranties of each of the parties to the merger agreement will expire upon completion of the merger.
Many of the representations and warranties in the merger agreement are qualified by a “materiality” or “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless a materiality threshold is satisfied or their failure to be true or correct would, or would reasonably be expected to, result in a material adverse effect).
For purposes of the merger agreement, a “material adverse effect” means, with respect to GPIC, (i) the failure of GPIC’s Mexican subsidiary to maintain its current governmental authorization issued by the Mexican government under IMMEX (Industria Manufacturera, Maquiladora y de Servicio de
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Exportación) and (ii) any state of facts, condition, development, occurrence, circumstance, change, effect or event, which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the ability of GPIC to consummate the transactions contemplated by the merger agreement on or before the end date (as defined on page 75) or (b) the business, assets, financial condition or results of operations of GPIC and its subsidiaries, taken as a whole; except that the definition of “material adverse effect” excludes the following from constituting or being taken into account in determining whether there has been, or would reasonably be expected to be, a material adverse effect for purposes of clause (b) above:

any change in the market price or trading volume of GPIC’s stock or change in GPIC’s credit ratings (except that the underlying causes of any such change may be considered to the extent not otherwise excluded);

any state of facts, condition, development, occurrence, circumstance, change, effect or event resulting from the announcement, pendency or performance of the transactions contemplated by the merger agreement;

any state of facts, condition, development, occurrence, circumstance, change, effect or event affected the economy generally, or other general business, financial, market, regulatory or political conditions (except to the extent that GPIC and its subsidiaries are materially disproportionately affected thereby as compared with other participants in the industries in which GPIC and its subsidiaries operate);

any state of facts, condition, development, occurrence, circumstance, change, effect or event arising directly or indirectly from or otherwise relating to fluctuations in the value of any currency (except to the extent that GPIC and its subsidiaries are materially disproportionately affected thereby as compared with other participants in the industries in which GPIC and its subsidiaries operate);

any state of facts, condition, development, occurrence, circumstance, change, effect or event arising directly or indirectly from or otherwise relating to any outbreak or escalation of hostilities, act of terrorism, war, national or international calamity, natural disaster or any other similar event in the United States or elsewhere in the world (except to the extent that GPIC and its subsidiaries are materially disproportionately affected thereby as compared with other participants in the industries in which GPIC and its subsidiaries operate);

the failure of GPIC to meet internal or analysts’ expectations or projections (except that the underlying causes of any such failure may be considered to the extent not otherwise excluded);

any adverse effect arising directly from or otherwise directly relating to any action taken by GPIC at the written direction of an officer of Angel or any action expressly required to be taken by GPIC pursuant to the terms of the merger agreement, or the failure of GPIC to take any action that GPIC is expressly prohibited by the terms of the merger agreement from taking to the extent Angel fails to give its timely consent thereto after a written request therefor; or

any state of facts, condition, development, occurrence, circumstance, change, effect or event arising directly or indirectly from or otherwise relating to any change in, or any compliance with or action taken for the purpose of complying with any change in, any legal requirement or U.S. GAAP, or interpretations of any legal requirement or GAAP (except to the extent that GPIC and its subsidiaries are materially disproportionately affected thereby as compared with other participants in the industries in which GPIC and its subsidiaries operate).
For purposes of the merger agreement, a “material adverse effect” with respect to Angel means any state of facts, condition, development, occurrence, circumstance, change, effect or event that would or would reasonably be expected to, individually or in the aggregate, prevent or materially impair or delay the ability of Angel or Merger Sub to consummate the merger and the other transactions contemplated by the merger agreement in a timely manner.
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Access and Investigation Prior to the Merger
From the date of the merger agreement until the earlier of the effective time of the merger and the termination of the merger agreement pursuant to its terms, upon reasonable advance notice, GPIC will, and will cause its subsidiaries to, provide Angel and Angel’s representatives reasonable access during normal business hours to GPIC’s representatives, offices, facilities, real property, designated personnel and assets and to all existing books, records, documents and information relating to GPIC or its subsidiaries, and promptly provide Angel and Angel’s representatives with all reasonably requested information regarding the business of GPIC and its subsidiaries and such additional financial, operating and other data and information regarding GPIC and its subsidiaries, as Angel may reasonably request, in each case for any reasonable business purpose related to the consummation of the transactions contemplated by the merger agreement and subject to customary exceptions and limitations. In addition, access as described above shall include the right to conduct sampling at certain of GPIC’s real property as specified in certain confidential disclosures that GPIC delivered to Angel concurrently with the execution of the merger agreement, subject to customary limitations and in accordance with the terms of the merger agreement.
Covenants Regarding Conduct of Business by GPIC Pending the Merger
GPIC has agreed to certain covenants in the merger agreement restricting the conduct of its business between the date of the merger agreement and the effective time of the merger. In general, GPIC has agreed that, from the date of the merger agreement until the earlier of the effective time of the merger and the termination of the merger agreement pursuant to its terms, except as expressly provided by the Merger Agreement or required by applicable legal requirements, as consented to in writing by Angel (which consent may not be unreasonably withheld, conditioned or delayed) when not in contravention of any legal requirement or as disclosed prior to execution of the merger agreement in certain confidential disclosures that GPIC delivered to Angel concurrently with the execution of the merger agreement, it will, and will cause each of its subsidiaries to (i) conduct its business in the ordinary course consistent with past practice and (ii) use commercially reasonable efforts to preserve intact its material assets, properties, contracts, licenses and business organization and to preserve satisfactory business relationships with governmental bodies.
GPIC has also agreed that, except as expressly provided by the merger agreement or required by applicable legal requirements, as consented to in writing by Angel (which consent may not be unreasonably withheld, conditioned or delayed) when not in contravention of any legal requirement or as disclosed prior to execution of the merger agreement in GPIC’s confidential disclosure schedule delivered to Angel concurrently with the execution of the merger agreement, from the date of the merger agreement until the earlier of the effective time of the merger or termination of the merger agreement, GPIC will not, and will not permit any of its subsidiaries to:

establish a record date for, declare, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock (subject to certain specified exceptions);

repurchase, redeem or otherwise reacquire any of GPIC common stock, or any rights, warrants or options to acquire any GPIC common stock (subject to certain specified exceptions);

split, combine, subdivide or reclassify any GPIC common stock or other equity interests;

sell, issue, grant, deliver, pledge, transfer, encumber or authorize the sale, issuance, grant, delivery, pledge, transfer or encumbrance of  (i) any capital stock, equity interest or other security, (ii) any option, call, warrant, restricted securities or right to acquire any capital stock, equity interest or other security or (iii) any instrument convertible into or exchangeable for any capital stock, equity interest or other security (subject to certain specified exceptions);

establish, adopt, terminate or materially amend any employee plan (subject to certain specified exceptions);

amend or waive any of GPIC’s material rights under, or accelerate the vesting under, any provision of any equity award plan or any contracts evidencing GPIC equity awards (subject to certain specified exceptions);
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accelerate the vesting, payment or funding of any compensation or benefits under any employee plan (subject to certain specified exceptions);

grant any employee, independent contractor, consultant or director any increase in compensation, bonuses, severance, retention or other payment or benefits (other than salary increases paid in the ordinary course of business consistent with past practice);

promote or change the title of any employee;

hire or make an offer to hire any new employee or consultant (other than in the ordinary course of business where the consultant or new hire would not receive a total annual compensation that exceeds $200,000);

grant any new right to severance or termination pay to any employee, independent contractor, consultant or director;

effectuate any “mass layoff,” “plant closing” or other action that would trigger WARN;

terminate, allow to lapse or expire, suspend, modify or otherwise take any step to limit the effectiveness or validity of, or fail to maintain as valid and in full force and effect, any applicable governmental authorization (including any approval or license from a gaming authority);

amend or permit the adoption of any amendment to the charter or bylaws or other charter or other organizational documents;

form any subsidiary, acquire any equity interest in any other entity or enter into any joint venture, partnership or similar arrangement;

make or authorize any capital expenditure (subject to certain specified exceptions);

acquire, lease, license, sublicense, pledge, sell or otherwise dispose of, divest or spin-off, abandon, waive, covenant not to assert, relinquish or permit to lapse (other than any patent expiring at the end of its statutory term), transfer, assign, guarantee, exchange or swap, mortgage or otherwise subject to any encumbrance any material right or other material asset or property or leased real property (subject to certain specified exceptions);

lend money or make capital contributions or advances to, or make investments in, any person other than a subsidiary (subject to certain specified exceptions);

except as required by applicable legal requirements, or in the ordinary course of business consistent with past practice: (i) make any material change to any accounting method or accounting period used for tax purposes; (ii) make, rescind or change any material tax election; (iii) file a material amended tax return; (iv) enter into a “closing agreement” with any governmental body regarding any material tax liability or assessment; (v) settle, compromise or consent to any material tax claim or assessment or surrender a right to a material tax refund; (vi) waive or extend the statute of limitations with respect to any material tax or material tax return; or (vii) take any action, or cause or otherwise permit any other person to take any action, which would materially increase Angel’s or any of its affiliates’ liability for taxes;

amend or modify in any material respect, or waive any material rights under or voluntarily terminate, any material contract, enter into any contract which would be a material contract or amend or modify any contract in a manner by which such contract as so amended or modified would be a material contract;

settle, release, waive or compromise any legal proceeding or other claim (or threatened legal proceeding or other claim), other than any settlement, release, waiver or compromise that results solely in monetary obligations of not more than $100,000 in the aggregate (excluding monetary obligations that are funded by an indemnity obligation to, or an insurance policy of GPIC or any of its subsidiaries) or results in no monetary or other material non-monetary obligation of GPIC or its subsidiaries, subject to certain specified exceptions;
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enter into any collective bargaining agreement or other agreement with any labor organization, except as required by applicable legal requirements;

adopt or implement any stockholder rights plan, “poison pill” or similar arrangement;

adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of GPIC or any of its subsidiaries;

amend or modify the compensation terms or any other obligations of GPIC contained in the engagement letter with its financial advisor in a manner adverse to GPIC or any of its subsidiaries or to Angel, or engage other financial advisors in connection with the transactions contemplated by the merger agreement (unless GPIC’s board of directors determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable legal requirements);

incur, assume or otherwise become liable or responsible for any indebtedness (except for debt incurred in the ordinary course of business consistent with past practice to fund working capital requirements in an amount not to exceed $2,000,000 at any time), repay (other than in the ordinary course of business consistent with past practice), redeem or repurchase any indebtedness, or cancel any material debt or claim owed to GPIC or its subsidiaries;

enter into any contract or transaction between GPIC or any of its subsidiaries, on the one hand, and any affiliate of GPIC or any of its subsidiaries on the other hand (subject to certain specified exceptions); or

authorize, agree or commit to take any of the foregoing actions.
Go-Shop Period; No Solicitation of Acquisition Proposals; Changes in Board Recommendation
Go-Shop Period
During the period beginning on November 27, 2018 and continuing until 12:01 a.m., Eastern Time, on February 2, 2019 (such period being referred to in this proxy statement as the “go-shop period”), GPIC and its subsidiaries and their respective directors, officers and other representatives are permitted to:

initiate, solicit and encourage any inquiry or the making of any proposal or offer that constitutes an acquisition proposal (as defined on page 66);

furnish to any person any information which is reasonably requested by such person in connection with such person’s potentially making an acquisition proposal, provided that GPIC provide to Angel any information relating to GPIC or any of its subsidiaries that was not previously provided or made available to Angel prior to or concurrently with the time it is furnished to such person; and

participate or engage in discussions or negotiations with such person regarding an acquisition proposal.
In addition, the merger agreement provides that during the go-shop period, prior to participating or engaging in such discussions or negotiations with or furnishing such information to any person, GPIC is required to enter into an acceptable and customary confidentiality agreement with such person in connection with the potential acquisition proposal.
No Solicitation of Acquisition Proposals
Except as described below, following the expiration of the go-shop period and until the earlier of the effective time and the termination of the merger agreement in accordance with its terms, GPIC has agreed, on behalf of GPIC and its subsidiaries, not to, and to cause their directors and officers not to, and to direct and use its reasonable best efforts to cause their other representatives not to, directly or indirectly:

continue any solicitation, knowing encouragement, discussions or negotiations with any persons that may be ongoing with respect to an acquisition proposal;
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solicit, initiate or knowingly facilitate or encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an acquisition proposal;

engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any non-public information in connection with, or for the purpose of soliciting or knowingly encouraging or facilitating, an acquisition proposal or any proposal or offer that could reasonably be expected to lead to an acquisition proposal;

approve, adopt, endorse or recommend or enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an acquisition proposal or any proposal or offer that could reasonably be expected to lead to an acquisition proposal;

exempt any person (other than Angel and its subsidiaries) from the restrictions on “business combinations” or any similar provision contained in applicable anti-takeover laws or GPIC’s organizational and other governing documents;

waive or release any person from, forebear in the enforcement of, or amend any standstill agreement or any standstill provisions of any other contract; or

resolve or agree to do any of the foregoing.
Notwithstanding the restrictions described above, GPIC is permitted to continue solicitation of, or discussion or negotiations with, any excluded party (as defined on page 67) from whom GPIC received a written acquisition proposal during the go-shop period unless such excluded party ceases to be an excluded party pursuant to the terms of the merger agreement. In addition, on the date the go-shop period expires, GPIC is required to notify Angel in writing of the identity of each such excluded party, if any, and provide copies of drafts of proposed agreements, term sheets or letters of intent related to such acquisition proposal.
Further, notwithstanding the foregoing non-solicitation restrictions, if GPIC or any of its subsidiaries or any of its or their respective representatives receives at any time on or after the expiration of the go-shop period and prior to obtaining the approval of the merger proposal by GPIC stockholders at the special meeting, an unsolicited bona fide written acquisition proposal that did not result from a material breach of the non-solicitation provisions of the merger agreement, GPIC and its representatives may contact the person or persons making such acquisition proposal solely to clarify the terms and conditions of such proposal so as to determine whether such proposal is, or is reasonably likely to result in, a superior offer (as defined on page 66). If the board of directors of GPIC determines in good faith, after consultation with its financial advisors and outside legal counsel, that such an acquisition proposal constitutes or would reasonably be expected to lead to a superior offer and that the failure to take any of the actions described immediately below would be inconsistent with its fiduciary duties to GPIC stockholders under applicable legal requirements, GPIC and its representatives may take the following actions:

furnish, pursuant to an acceptable and customary confidentiality agreement, information (including non-public information) with respect to GPIC and its subsidiaries to the person or groups of persons who have made such acquisition proposal (provided that, prior to or simultaneously with the provision of any such information to any such person or persons, GPIC provides any such information to Angel, to the extent access to such information was not previously provided to Angel or its representatives); and

engage or otherwise participate in discussions or negotiations with the person or group of persons making such acquisition proposal.
In the case of each of the actions described immediately above, at or prior to the first time GPIC furnishes such information or participates in any such discussions or negotiations, GPIC must provide written notice to Angel of the required determination in good faith of the board of directors of GPIC as described above.
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From and after the expiration of the go-shop period, GPIC is required to (i) promptly (but in any event within 48 hours) notify Angel of, and provide to Angel a copy of, any written acquisition proposal (including any proposed term sheet, letter of intent, acquisition agreement, financing arrangement or other written materials with respect thereto and indicating the identity of such person or group of persons) and (ii) keep Angel reasonably informed of any material developments, discussions or negotiations regarding any acquisition proposal on a prompt basis.
Nothing in the merger agreement prohibits GPIC from taking and disclosing to GPIC’s stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, including any “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act, or from making any disclosure to GPIC’s stockholders that is required by applicable legal requirements, provided that the board of directors of GPIC may not effect a change in recommendation (as defined on page 67) except as described below.
If at any time on or after the expiration of the go-shop period and prior to obtaining the approval of the merger proposal by GPIC stockholders at the special meeting, GPIC or any of its subsidiaries or any of their representatives receives an unsolicited bona fide request for a waiver or release under any standstill or similar contract, then GPIC shall promptly (and in any event within 48 hours) notify Angel of such request. GPIC may waive provisions of such an arrangement in response to an unsolicited proposal that did not result from a breach of the merger agreement that could reasonably be expected to lead to a superior offer if the board of directors of GPIC determines in good faith after consultation with GPIC’s outside counsel that failure to do so would be inconsistent with its fiduciary duties to GPIC’s stockholders under applicable legal requirements.
For the purposes of the merger agreement, the term “acquisition proposal” is defined as, any proposal or offer from any person or group, relating to, in a single transaction or series of related transactions, any (i) acquisition or license of assets of GPIC equal to 20% or more of GPIC’s consolidated assets or to which 20% or more of GPIC’s revenues or earnings on a consolidated basis are attributable; (ii) issuance or acquisition of 20% or more of the outstanding GPIC’s outstanding common stock; (iii) recapitalization, tender offer or exchange offer that if consummated would result in any person or group beneficially owning 20% or more of GPIC’s outstanding common stock; or (iv) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving GPIC that if consummated would result in any person or group beneficially owning 20% or more of GPIC’s outstanding common stock, in each case other than the transactions contemplated by the merger agreement.
For the purposes of the merger agreement, the term “superior offer” is defined as, a bona fide written acquisition proposal (except that references to “20%” in the definition of acquisition proposal above shall be deemed to be “80%”), made after the date of the merger agreement that the board of directors of GPIC determines, in its good faith judgment, after consultation with outside legal counsel and its financial advisors, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of closing, termination fees, any expense reimbursement provisions and whether such acquisition proposal is fully financed) of the proposal and the person making the proposal and other aspects of the acquisition proposal that the board of directors of GPIC deems relevant, and if consummated, would result in a transaction more favorable to GPIC’s stockholders (solely in their capacity as such) than the transactions contemplated by the merger agreement and taking into account all legal, regulatory and financing aspects (including certainty of closing, termination fees, any expense reimbursement provisions and whether such acquisition proposal is fully financed (including after giving effect to any revisions to the terms of the merger agreement proposed by Angel or any other proposal of Angel so that such acquisition proposal would cease to constitute a superior offer)); provided, that a superior offer must include a cash price per share of at least $15.13 and provide that the person making such superior offer will pay directly to Angel, on behalf of GPIC, the company termination fee or the company intentional breach termination fee (as described in the section entitled “Terms of the Merger Agreement — Termination Fees; Effect of Termination” beginning on page 77 of this proxy statement);
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For the purposes of the merger agreement, the term “excluded party” is defined as, any person from whom GPIC or any of its representatives has received a written acquisition proposal during the go-shop period, which written acquisition proposal the board of directors of GPIC has determined in good faith during the go-shop period (after consultation with its outside counsel and its financial advisor) is or would reasonably be expected to lead to a superior offer (subject to certain specified circumstances under which such a person will cease to be an excluded party).
Changes in Board Recommendation
As described above, and subject to the provisions described below, the board of directors of GPIC has determined to recommend that the stockholders of GPIC approve the merger agreement. The board of directors of GPIC has also agreed to include such board recommendation in this proxy statement.
Except as described below, prior to the effective time of the merger or the termination of the merger agreement pursuant to its terms, neither the board of directors of GPIC nor any committee thereof may (i) withdraw or withhold (or modify or qualify in a manner adverse to Angel or Merger Sub) or publicly propose an intention to do any of the foregoing with respect to the GPIC board of directors’ recommendation to GPIC stockholders that they vote to approve the merger agreement, or (ii) adopt, approve, recommend or declare advisable any acquisition proposal or publicly propose to adopt, approve, recommend or declare advisable any acquisition proposal, each of which we refer to in this proxy statement as a “change in recommendation.”
Notwithstanding the restrictions described in the immediately preceding paragraph, the merger agreement provides that, prior to obtaining the approval of GPIC’s stockholders of the proposal to approve the merger agreement and subject to compliance with the other provisions summarized under this section “Terms of the Merger Agreement — Changes in Board Recommendation,” GPIC board of directors may make a change in recommendation in response to a superior offer or (provided that GPIC, its subsidiaries and its representatives are not in material breach of the non-solicitation provisions with respect to such acquisition proposal) terminate the merger agreement in order to enter into a definitive agreement with respect to such superior offer. However, such actions may only be taken if:
(i)
the board of directors of GPIC determines in good faith (after consultation with its financial advisors and outside legal counsel) that the applicable bona fide acquisition proposal constitutes a superior offer;
(ii)
GPIC has given Angel prior written notice of its intention to consider making a change in recommendation or terminating the merger agreement at least five business days prior to making any such change in recommendation or termination (such notice is referred to in this proxy statement as a “determination notice”) and, if desired by Angel, during such five business day period has negotiated in good faith with respect to any revisions to the terms of the merger agreement or another proposal to the extent proposed by Angel so that such acquisition proposal would cease to constitute a superior offer; and
(iii)
GPIC has provided Angel information with respect to such acquisition proposal in accordance with the merger agreement, and after giving effect to the proposals made by Angel during such period, if any, after consultation with financial advisors and outside legal counsel, the board of directors of GPIC has determined, in good faith, that such acquisition proposal is a superior offer and that the failure to make the change in recommendation or terminate the merger agreement would be inconsistent with its fiduciary duties to GPIC’s stockholders under applicable legal requirements.
The foregoing clauses (i) through (iii) also apply to any change to any of the financial terms (including the form, amount and timing of payment of consideration) or other material amendment to any acquisition proposal and require a new determination notice, except that the references to five business days shall be deemed to be the later to occur of two business days after GPIC delivers such new determination notice to Angel and the end of the original five business day period described above.
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The merger agreement further provides that in the event the board of directors of GPIC makes a change in recommendation in respect of a superior offer, GPIC may only enter a definitive agreement with respect to such superior offer if the merger agreement is terminated by GPIC in accordance with its terms.
Additionally, prior to obtaining the approval of GPIC’s stockholders of the proposal to approve the merger agreement, the board of directors of GPIC may, subject to compliance with the other provisions summarized under this section “Terms of the Merger Agreement — Changes in Board Recommendation,” effect a change in recommendation in response to an intervening event (as defined below). However, such action may only be taken if:
(i)
the action is made in response to an event, occurrence, fact or change that materially affects the business, assets or operations of GPIC (other than any event, occurrence, fact or change resulting from a breach of the merger agreement by GPIC) occurring or arising after the date of the merger agreement that was not known (or if known, the magnitude or consequences of which could not reasonably have been known) or reasonably foreseeable to the board of directors of GPIC as of the date of the merger agreement and becomes known to the board of directors of GPIC prior to effective time of the merger (any such event, occurrence, fact or change is referred to in this proxy statement as an “intervening event”); provided that an intervening event does not include (A) changes in GPIC’s stock price, in and of itself, (B) any acquisition proposal or (C) the fact that, in and of itself, GPIC exceeds any internal or published projections, estimates or expectations of revenue, earnings or other financial performance or results of operations for any period;
(ii)
the board of directors of GPIC determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties to GPIC’s stockholders under applicable legal requirements;
(iii)
GPIC has given Angel a determination notice at least five business days prior to making any such change in recommendation and, if desired by Angel, during such five business day period has negotiated in good faith with respect to any revisions to the terms of the merger agreement or another proposal to the extent proposed by Angel so that a change in recommendation would no longer be necessary; and
(iv)
GPIC (A) has specified in reasonable detail the facts and circumstances that render a change in recommendation necessary and (B) after giving effect to the proposals made by Angel during such period, if any, after consultation with outside legal counsel, the board of directors of GPIC has determined, in good faith, that the failure to make the change in recommendation would be inconsistent with the fiduciary duties of the board of directors of GPIC to GPIC’s stockholders under applicable legal requirements.
The foregoing clauses (ii) through (iv) also apply to any material change to the facts and circumstances specified by GPIC pursuant to clause (iv)(A) above and require a new determination notice, except that the references to five business days shall be deemed to be the later to occur of two business days after GPIC delivers such new determination notice to Angel and the end of the original five business day period described above.
If the merger agreement is terminated by GPIC under the circumstances described above or Angel exercises its right, if available, to terminate the merger agreement upon a change in recommendation, then GPIC must pay Angel the company termination fee of  $4 million immediately before, or substantially contemporaneously with, such termination (as more fully described in the section entitled “Terms of the Merger Agreement — Termination Fees; Effect of Termination” beginning on page 77 of this proxy statement).
Required GPIC Stockholder Vote
As promptly as reasonably practicable following the date on which the SEC staff confirms it has no further comment to this proxy statement (or the expiration of the review period therefor if there is or has been no review by the SEC), GPIC is obligated to take all action necessary to duly call, give notice of, convene and hold a special meeting of its stockholders to be held as soon as practicable thereafter for the
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purpose of voting upon the approval of the merger agreement and, unless the merger agreement is terminated in accordance with its terms, use its reasonable best efforts to solicit from GPIC stockholders proxies in favor of the approval of the merger agreement and the transactions contemplated by the merger agreement. As described above, subject to GPIC’s right to effect a change in recommendation and/or terminate the merger agreement, GPIC is obligated to include in this proxy statement the recommendation of the GPIC board of directors that GPIC’s stockholders vote in favor of the proposal to approve the merger agreement.
Consents, Approvals and Filings
Antitrust Laws
Each of GPIC, Angel and Merger Sub has agreed to use its commercially reasonable efforts to (i) take actions to avoid, eliminate and resolve any and all impediments under any U.S. or foreign antitrust laws that may be asserted by any governmental body with respect to the transactions contemplated by the merger agreement and (ii) obtain all consents, approvals, and waivers under any such antitrust laws that may be required by any governmental body to enable the parties to close the transactions contemplated by the merger agreement as promptly as practicable.
Notwithstanding the foregoing antitrust obligations, in no event will any such party or any of its respective subsidiaries or affiliates be required to do any of the following in connection with satisfying such obligations:

propose, negotiate, commit to and/or effect, by consent decree, hold separate order, or otherwise, the sale, divestiture, transfer, license, disposition or hold separate (through the establishment of a trust or otherwise) of any of its assets, properties, equity holdings or businesses or of the assets, properties, or businesses to be acquired pursuant to the merger agreement;

undertake any structural, conduct or behavioral remedial undertaking related to Angel, its subsidiaries, its affiliates and GPIC or any of its subsidiaries;

terminate, modify or assign existing relationships, contracts, or obligations of Angel or its subsidiaries or affiliates or those relating to any assets, properties, or businesses to be acquired pursuant to the merger agreement;

change or modify any course of conduct regarding future operations of Angel or its subsidiaries or affiliates or the assets, properties or businesses to be acquired pursuant to the merger agreement;

otherwise take or commit to take any other action that would limit Angel or its affiliates’ freedom of action with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to the merger agreement; or

contest or defend any claim or legal proceeding brought by or before a governmental body challenging the transactions contemplated by the merger agreement as violative of any antitrust law.
In addition, GPIC may not without the advance written consent of Angel discuss or negotiate with, or propose or commit to, any governmental body or effect any of the actions described in the first five items listed immediately above.
Each of GPIC, Angel and Merger Sub will (and will cause their respective affiliates, if applicable, to): (i) cooperate with the other party to promptly make an appropriate filing of all notification and report forms as required by the HSR Act or other applicable antitrust laws with respect to the transactions contemplated by the merger agreement and (ii) cooperate with each other in determining whether, and promptly preparing and making, any other filings, notifications or other consents required to be made with, or obtained from, any other governmental bodies in connection with the transactions contemplated by the merger agreement.
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GPIC, Angel and Merger Sub have also agreed, until the effective time of the merger or the termination of the merger agreement pursuant to its terms, to: (i) promptly notify the other parties of the making or commencement of any request, inquiry, investigation, action or legal proceeding brought by a governmental body or brought by a third party before any governmental body, in each case, with respect to the transactions contemplated by the merger agreement under antitrust laws; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or legal proceeding; (iii) promptly inform, and to the extent practicable provide advance notice of and the opportunity to review and discuss in advance, and consider in good faith the view of the other in connection with, any written or oral communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other governmental body in connection with any such request, inquiry, investigation, action or legal proceeding; (iv) promptly furnish to the other party upon request, subject to an appropriate confidentiality agreement to limit disclosure to counsel and outside consultants, with copies of documents provided to or received from any governmental body in connection with any such request, inquiry, investigation, action or legal proceeding (with certain limited exceptions); (v) subject to an appropriate confidentiality agreement to limit disclosure to counsel and outside consultants, if legally required, consult and cooperate with the other parties and consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or legal proceeding; and (vi) except as may be prohibited by any governmental body or by any legal requirement, in connection with any such request, inquiry, investigation, action or legal proceeding in respect of the transaction contemplated by the merger agreement, provide advance notice of and permit authorized representatives of the other parties to be present at each meeting or conference or participate in any telephonic meeting relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any argument, opinion or proposal made or submitted to any governmental body in connection with such request, inquiry, investigation, action or legal proceeding.
Notwithstanding the foregoing, Angel has the obligation and the right, on behalf of the parties, to direct, after consultation with and with the cooperation of GPIC all aspects of the parties’ efforts to obtain the required approvals under the applicable antitrust laws, including having principal responsibility for devising, implementing and making the final determination as to the appropriate strategy relating to any matters relating to the applicable antitrust laws, including with respect to any litigation, filings, notifications, submissions and communications with or to any governmental body, and shall have the right in its sole discretion to determine the nature and timing of any divestitures or other structural, conduct, or behavioral remedial action to be undertaken for the purpose of securing any required approval under the antitrust laws. Any such divestitures or other remedial action would be conditioned upon and only be effective after the closing of merger and Angel is under no obligation to agree to any such divestitures or other remedial action.
Gaming Laws
Each of GPIC, Angel and Merger Sub has agreed to use its commercially reasonable efforts to take promptly any and all steps necessary to avoid or eliminate each and very impediment, or apply for each and every approval, under gaming laws that may be asserted or required, as applicable, by any gaming authority so as to enable the parties to close the transactions contemplated by the merger agreement as promptly as practicable, but in no case later than the end date (as defined on page 75), including providing as promptly as reasonably practicable all information required by any gaming authority pursuant to its evaluation of the transactions contemplated by the merger agreement under any gaming law.
Angel and its affiliates are required to use their commercially reasonable efforts, with the cooperation of GPIC as may be reasonably necessary, to obtain from any gaming authority all consents, approvals, authorizations or orders required to be obtained under the gaming laws or to avoid the entry or enactment of any injunction or other order or decree relating to any gaming law that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the merger agreement.
Each of GPIC, Angel and Merger Sub will (and will cause their respective affiliates, if applicable, to): (i) promptly, after confirming necessary procedures with the relevant governmental bodies, file all notifications required under any gaming laws with respect to the transactions contemplated by the merger
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agreement (including all required initial applications and documents in respect of officers and directors and affiliates in connection with obtaining the approvals from the applicable gaming authorities and, where appropriate, indications of further information to come by supplementary filing) and (ii) cooperate with each other in determining whether, and promptly preparing and making, any other filings, notifications or other consents required to be made with, or obtained from, any other governmental bodies in connection with the transactions contemplated by the merger agreement.
Angel has also agreed, until the effective time of the merger or the termination of the merger agreement pursuant to its terms, to keep GPIC reasonably informed as to the status of any request, inquiry, investigation, action or legal proceeding brought by a governmental body or brought by a third party before any governmental body, in each case, with respect to the transactions contemplated by the merger agreement under any gaming laws and to the extent material. Angel will direct all aspects of its efforts to obtain the approvals from the applicable gaming authorities, including having principal responsibility for devising, implementing and making the final determination as to the appropriate strategy relating to any matters relating to gaming laws, including with respect to any litigation, filings, notifications, submissions and communications with or to any governmental body.
Directors’ and Officers’ Indemnification and Insurance
The merger agreement provides for indemnification, advancement of expenses, exculpation from liabilities and insurance rights in favor of the current and former directors and officers of GPIC and its subsidiaries, and any director or officer of GPIC and its subsidiaries who commences serving in such capacity following the date of the merger agreement and prior to the effective time of the merger, whom we refer to in this proxy statement as “indemnified persons,” with respect to acts or omissions occurring at or prior to the effective time of the merger. Specifically, Angel has agreed that all rights to indemnification, exculpation and advancement of expenses in favor of indemnitees as provided in governing or organizational documents, indemnification agreements or other similar agreements of GPIC or its subsidiaries in each case as in effect on the date of the merger agreement and disclosed in certain confidential disclosures that GPIC delivered to Angel concurrently with the execution of the merger agreement will continue in full force and effect in accordance with their respective terms for a period of six years from and after the effective time of the merger, which period we refer to in this proxy statement as the “indemnity period.”
In addition, Angel has agreed that during the indemnity period Angel will cause the surviving corporation to indemnify and hold harmless each indemnified person, against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or legal proceeding, whether civil, criminal, administrative or investigative, arising out of actions or omissions that occurred at or prior to the effective time of the merger in such indemnified person’s capacity as a director or officer of GPIC (including in connection with the transactions contemplated by the merger agreement).
For the indemnity period, GPIC has agreed to purchase, prior to the closing date of the merger, a “tail” directors’ and officers’ liability insurance policy and fiduciary liability insurance policy for the surviving corporation and its subsidiaries (and their current and former directors and officers who are currently covered by GPIC’s and its subsidiaries’ existing policies) to provide coverage in an amount not less than the existing coverage and to have other terms not less favorable to the insured persons than the insurance coverage currently maintained by GPIC and its subsidiaries with respect to claims arising from facts or events that occurred at or before the effective time of the merger, provided that the cost of such “tail” policy shall not exceed 300% of the aggregate annual premium most recently paid by GPIC and its subsidiaries prior to the date of the merger agreement for such insurance.
Employee Benefits Matters
Under the merger agreement, Angel has agreed that for six months following the effective time of the merger (or for as long as the employee is employed, if shorter), each continuing employee of GPIC or its subsidiaries will be provided with: (i) a base salary or wage rate and target cash incentive compensation opportunity that, is no less favorable, in the aggregate, than the base salary or wage rate and target cash incentive compensation opportunity (other than any equity incentive, severance, change in control,
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retention bonus or similar compensation or payments) in effect for such continuing employee immediately prior to the effective time of the merger and (ii) health, welfare and retirement benefits that are substantially similar, in the aggregate, to the health, welfare and retirement benefits (other than any severance, defined benefit pension plans or post-employment or retiree welfare benefits) provided to such continuing employee immediately prior to the effective time of the merger.
For purposes of eligibility to participate, vesting and level of benefits, but not for purposes of defined benefit pension accrual or post-employment retiree medical benefits, with respect to the benefit plans maintained by Angel or any of its subsidiaries providing benefits to any continuing employee, each continuing employee’s years of service with GPIC or any of its subsidiaries will be treated as service with Angel or its subsidiaries, subject to certain specified exceptions.
Angel has also agreed to provide severance benefits to each continuing employee who is terminated during the period commencing on the closing date of the merger and ending six months thereafter that are substantially similar to the severance benefits provided pursuant to the applicable severance employee plan of GPIC for the benefit of such continuing employee, as in effect on the date of the merger agreement and disclosed in certain confidential disclosures that GPIC delivered to Angel concurrently with the execution of the merger agreement.
For purposes of each employee plan of Angel that provides health benefits, Angel is required to use commercially reasonable efforts to (i) cause all pre-existing condition exclusions and actively-at-work requirements of such plans to be waived for each continuing employee of GPIC or its subsidiaries and their covered dependents, to the extent such conditions were inapplicable or waived under the comparable employee plans of the GPIC or its subsidiaries, as applicable, in which such continuing employee participated immediately prior to the closing date of the merger and (ii) give credit for co-payments, coinsurance, maximum out-of-pocket requirements and deductibles to the extent satisfied in the plan year in which the effective time of the merger occurs (or the year in which continuing employees and their dependents commence participation in the employee plans of Angel providing health benefits, if later) as if there had been a single continuous employer, except as otherwise required by an insurance policy providing such health benefits.
The merger agreement also provides that prior to the effective time, the board of directors of GPIC (or applicable committee thereof) will take all necessary actions (including adopting appropriate resolutions) to (i) provide for the treatment of GPIC equity awards as described above in the section entitled “Terms of the Merger Agreement — Treatment of Stock Options and Stock Appreciation Rights,” (ii) terminate at the effective time of the merger GPIC’s 1994 Directors’ Stock Option Plan and all equity awards and (iii) ensure, from and after the effective time of the merger, that no current or former director, officer, employee, independent contractor or consultant of GPIC or its subsidiaries or any other participant in the GPIC’s 1994 Directors’ Stock Option Plan or otherwise will have any GPIC equity awards or other rights to purchase or receive shares of GPIC common stock or any other equity securities in GPIC.
The merger agreement further provides that, if requested by Angel at least five days prior to the closing date of the merger, GPIC is required to terminate (by resolution of the board of directors of GPIC) all GPIC 401(k) plans, with such termination to be effective no later than the day immediately preceding the closing date of the merger and to take such other actions in connection with such termination as may be reasonably requested by Angel.
Stockholder Litigation
Subject to entry into a customary joint defense agreement, GPIC has agreed to give Angel (i) the opportunity to participate (at Angel’s sole expense) in the defense of litigation against GPIC, one of its subsidiaries, or its or one of its subsidiaries’ officers or directors relating to the transactions contemplated by the merger agreement, (ii) the right to review and comment on all material filings or responses to be made by GPIC in connection with any such litigation (and GPIC will give reasonable consideration to Angel’s comments and other advice with respect to such litigation) and (iii) the right to consult on any settlement with respect to such litigation, and no such settlement will be agreed to without Angel’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). GPIC has agreed to promptly notify Angel of any such litigation and to keep Angel reasonably and promptly informed regarding any such litigation.
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Stock Exchange Delisting and Deregistration
GPIC has agreed, prior to the closing date of the merger, to cooperate with Angel and to use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable under applicable laws and rules and policies of NASDAQ to enable delisting by GPIC of GPIC common stock from NASDAQ and the deregistration of GPIC common stock under the Exchange Act as promptly as practicable after the effective time of the merger. GPIC may not cause or permit GPIC common stock to be delisted or reregistered prior to the effective time of the merger.
Letter of Credit and Limited Guaranty
GPIC has agreed to, for the benefit of Angel and in the event that the company termination fee or the company intentional breach termination fee, as the case may be, becomes payable hereunder (in each case, as described in the section entitled “Terms of the Merger Agreement — Termination Fees; Effect of Termination” beginning on page 77 of this proxy statement) deliver to Angel, as promptly as reasonably practicable but in no event later 30 days following the date of the merger agreement, an irrevocable letter of credit duly executed by a financial institution reasonably acceptable to Angel in the aggregate amount of $4 million (such letter of credit being referred to in this proxy statement as the “letter of credit”). GPIC must cause the letter of credit to remain in full force and effect until it has been returned to GPIC as described below. Angel may not draw any amount of the letter of credit prior to the termination of the merger agreement under circumstances under which Angel is entitled to receive the company termination fee or the company intentional breach termination fee, as the case may be, as described in the section entitled “Terms of the Merger Agreement — Termination Fees; Effect of Termination” beginning on page 77 of this proxy statement. If the merger agreement is terminated (i) under circumstances under which Angel is entitled to receive the company termination fee or the company intentional breach termination fee, as the case may be, then Angel will be entitled to draw the full amount of the letter of credit and apply such amount towards the payment of such termination fees or (ii) otherwise than under circumstances under which Angel is entitled to receive the company termination fee or the company intentional breach termination fee, as the case may be, Angel shall return the letter of credit to GPIC.
Angel has agreed to cause its subsidiary to deliver, concurrently with the delivery of the letter of credit by GPIC, a limited guaranty, which we refer to in this proxy statement as the “limited guaranty,” in favor of GPIC to guarantee the due and punctual payment of up to $4 million of the parent termination fee or the parent intentional breach termination fee, as the case may be, as described in the section entitled “Terms of the Merger Agreement — Termination Fees; Effect of Termination” beginning on page 77 of this proxy statement.
Other Covenants and Agreements
The merger agreement contains certain other covenants and agreements, including covenants relating to:

the agreement of GPIC and Angel to promptly notify the other of   (i) any notice or communication received from any governmental body in connection with the transactions contemplated by the merger agreement or from any person alleging that the consent of such person may be required in connection with the transactions contemplated by the merger agreement; (ii) any legal proceeding relating to the transactions contemplated by the merger agreement; or (iii) any state of facts, condition, development, occurrence, circumstance, change, effect or event that has had or would reasonably be expected to have a material adverse effect on the ability of the parties to consummate the transactions contemplated by the merger agreement or would reasonably be expected to make the satisfaction of any of the conditions to the closing of the merger impossible or unlikely;

the agreement of GPIC to, if requested by Angel, request and use commercially reasonable efforts to obtain a real property estoppel certificate from each landlord of the real property leased by GPIC or its subsidiaries;

cooperation between Angel and GPIC in the preparation and filing of this proxy statement;
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the agreement of each of GPIC and Angel to use commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the merger and to make effective the other transactions contemplated by the merger agreement;

consultation between GPIC and Angel prior to public announcements or communications with employees relating to the merger or related transactions (subject to certain specified exceptions);

agreement of Angel and GPIC and the members of their respective board of directors to use their respective reasonable best efforts, if any anti-takeover law or regulation becomes applicable to the transactions contemplated by the merger, to grant such approvals and take such actions as are necessary so that the transactions contemplated by the merger agreement may be consummated as promptly as practicable and otherwise act to lawfully eliminate the effect of any such anti-takeover law on any of the transactions contemplated by the merger agreement;

agreement of GPIC and Angel to exempt the disposition of equity securities by GPIC’s officers and directors under Section 16 of the Exchange Act;

agreement of GPIC to deliver a customary payoff letter in respect of its outstanding debt with Nevada State Bank and the corresponding lien release documentation; and

confidentiality obligations of Angel and GPIC pursuant to customary terms set forth in the merger agreement.
Conditions to Completion of the Merger
Conditions to the Parties’ Obligations
The obligations of Angel, Merger Sub and GPIC to effect the merger shall be subject to the satisfaction or mutual waiver (to the extent permitted by applicable legal requirements) by GPIC and Angel at or prior to the effective time of the merger of the following conditions:

the approval of the merger agreement by GPIC stockholders;

if required, the expiration or termination of the applicable waiting period (or any extension thereof) under the HSR Act and the receipt of any and all required approvals (or waiting periods expired or terminated) under any other applicable antitrust law (such condition is referred to in this proxy statement as the “antitrust condition”);

the absence of any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the merger issued by any governmental body of competent jurisdiction and remaining in effect;

that absence of any legal requirement having been promulgated, enacted, issued or deemed applicable to the merger by any governmental body which prohibits or makes illegal the consummation of the merger; and

the absence of any action or investigation pending before any governmental body (other than any gaming authority), or threatened by a governmental body (other than any gaming authority), in connection with the merger agreement, the merger or any other transactions contemplated by the merger agreement, which could reasonably be expected to prohibit or prevent, or otherwise materially deprive GPIC or Angel of the benefits of, the consummation of the transactions contemplated by the merger agreement.
Conditions to Angel’s Obligations
The respective obligations of Angel and Merger Sub to consummate the merger are subject to the satisfaction or waiver by Angel at or prior to the effective time of the merger of the following further conditions:

the representations and warranties of GPIC set forth in the merger agreement with respect to (i) the ownership of the subsidiaries of GPIC, (ii) the capitalization of GPIC and its subsidiaries, (iii) GPIC’s authority relative to the merger agreement, (iv) the applicability of anti-takeover laws,
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(v) brokers’ fees and (vi) the required stockholder vote to approve the merger agreement being true and correct in all respects as of the date of the merger agreement and the effective time of the merger (except to the extent expressly made as of an earlier date, in which case as of such date);

the other representations and warranties of GPIC set forth in the merger agreement being true and correct as of the date of the merger agreement and the effective time of the merger (except to the extent expressly made as of an earlier date, in which case as of such date) (in each case without giving effect to any material adverse effect or materiality qualifications or limitations contained therein), except for failures of such representations and warranties to be true and correct to the extent that such failures would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on GPIC;

GPIC having performed or complied in all material respects with all agreements and covenants required by the merger agreement to be performed or complied with by it on or prior to the effective time of the merger;

since the date of the merger agreement, there has not occurred any state of facts, condition, development, occurrence, circumstance, change, effect or event that, individually or in the aggregate, has had or would reasonably likely to have a material adverse effect on GPIC;

Angel having received a certificate signed by an executive officer of GPIC certifying to the effect that conditions to the obligations of Angel and Merger Sub set forth in the immediately preceding items have been satisfied;

all of the required gaming approvals specified in certain confidential disclosures that GPIC delivered to Angel concurrently with the execution of the merger agreement shall have been obtained and be in full force and effect (such condition is referred to in this proxy statement as the “gaming approvals condition”);

GPIC has repaid in full all its indebtedness with Nevada State Bank in accordance with the payoff letter delivered to Angel as described above, which must be in full force and effect; and

all the consents specified in certain confidential disclosures that GPIC delivered to Angel concurrently with the execution of the merger agreement shall have been obtained and be in full force and effect.
Conditions to GPIC’s Obligations
GPIC’s obligations to consummate the merger are subject to the satisfaction or waiver by GPIC at or prior to the effective time of the merger of the following further conditions:

each of the representations and warranties of Angel and Merger Sub contained in the merger agreement being true and correct in all material respects as of the date of the merger agreement and the effective time of the merger (except to the extent expressly made as of an earlier date, in which case as of such date);

Angel and Merger Sub having performed or complied in all material respects with all agreements and covenants required by the merger agreement to be performed or complied with by them on or prior to the effective time of the merger; and

GPIC having received a certificate signed by an executive officer of Angel certifying to the effect that the foregoing conditions to the obligations of GPIC have been satisfied.
Termination of the Merger Agreement
The merger agreement may be terminated at any time prior to the effective time of the merger by mutual written consent of each of Angel and GPIC. In addition, either Angel or GPIC may terminate the merger agreement prior to the effective time of the merger, if:

the merger has not been completed on or prior to midnight, Eastern Time on December 31, 2019, which we refer to in this proxy statement as the “end date”; provided, that (i) this termination right will not be available to any party whose material breach of the merger agreement has caused
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or resulted in the merger not being consummated by such date, (ii) in the event the gaming approvals condition has not been satisfied on or before the end date because of the failure to obtain the applicable gaming approvals in Nevada, then, upon notice by Angel, the end date will be extended for a period of 90 days and (iii) in the event the gaming approvals condition has not been satisfied on or before the end date because of the failure to obtain any gaming approvals with respect thereto, then GPIC is required to reasonably cooperate with Angel to minimize any disruption to the business of GPIC and its subsidiaries following the closing date of the merger in the event Angel elects to waive the gaming approval condition in part with respect to any specific gaming approval (such termination is referred to in this proxy statement as an “end date termination”);

if a governmental body (including any gaming authority) of competent jurisdiction has issued an order, decree or ruling, or taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the merger or making the consummation of the merger illegal, which order, decree, ruling or other action is final and nonappealable; provided that this termination right will not be available to any party whose material breach of the merger agreement has caused or resulted in the issuance of such final and nonappealable order, injunction, decree, ruling or other action; or

GPIC stockholder approval of the merger agreement is not obtained at the stockholders’ meeting duly convened therefor or at any adjournment or postponement thereof.
The merger agreement may also be terminated by GPIC at any time prior to the effective time if:

either (i) in order to accept a superior offer, and substantially concurrently enter into a binding written definitive acquisition agreement providing for the consummation of such superior offer or (ii) the board of directors of GPIC makes a change in recommendation in response to an intervening event in accordance with the terms of the merger agreement as summarized above in the section entitled “Terms of the Merger Agreement — Changes in Board Recommendation” beginning on page 64 of this proxy statement; provided that, in each case, GPIC has paid the company termination fee of  $4 million (as described under the section entitled “Terms of the Merger Agreement — Termination Fees; Effect of Termination” beginning on page 77 of this proxy statement) before or substantially contemporaneously with and as a condition to such termination (such termination is referred to in this proxy statement as a “GPIC recommendation termination”); and

so long as GPIC is not in material breach of any representation, warranty, covenant or obligation under the merger agreement, Angel or Merger Sub has breached any of their respective representations or warranties or has failed to perform any of their respective covenants or obligations, if such breach or failure would reasonably be expected to prevent Angel or Merger Sub from consummating the transactions contemplated by the merger agreement and such breach or failure could not be cured by Angel or Merger Sub, as applicable, by the end date, or if capable of being cured, is not cured within 30 days after receiving written notice from GPIC of such breach or failure to perform (such termination is referred to in this proxy statement as an “Angel breach termination”).
The merger agreement may also be terminated by Angel at any time prior to the effective time if:

the board of directors of GPIC has effected a change in recommendation (such termination is referred to in this proxy statement as a “Angel recommendation termination”);

so long as neither Angel nor Merger Sub is in material breach of any representation, warranty, covenant or obligation under the merger agreement, GPIC has breached any of its representations or warranties or has failed to perform any of its covenants or obligations pursuant to the merger agreement, such that any condition described in the sections entitled “Terms of the Merger Agreement — Conditions to the Parties’ Obligations” beginning on page 74 of this proxy statement and “Terms of the Merger Agreement — Conditions to Angel’s Obligations” beginning
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on page 74 of this proxy statement would not be satisfied and could not be cured by GPIC by the end date, or if capable of being cured, is not cured within 30 days of receiving written notice from Angel of such breach or failure to perform (such termination is referred to in this proxy statement as a “GPIC breach termination”); or

in the event of a material breach of the non-solicitation provisions of the merger agreement (as described in the section entitled “Terms of the Merger Agreement — No Solicitation of Acquisition Proposals” beginning on page 64 of this proxy statement) or the board recommendation provisions of the merger agreement (as described in the section entitled “Terms of the Merger Agreement — Changes in Board Recommendation” beginning on page 64 of this proxy statement) that results in either an acquisition proposal or materially hinders, materially delays or prevents the consummation of the transactions contemplated by the merger agreement (such termination is referred to in this proxy statement as an “acquisition proposal termination”).
Termination Fees; Effect of Termination
Company Termination Fee
Under the merger agreement, GPIC will be required to pay Angel a termination fee equal to $4 million (or approximately 3.6% of the equity value of the transaction), which we refer to as the “company termination fee” in this proxy statement, if:

a GPIC recommendation termination occurs;

an Angel recommendation termination occurs;

(i) an end date termination occurs and at the time of such termination the antitrust condition and the gaming approval condition were satisfied, (ii) any person has publicly disclosed a bona fide acquisition proposal or such acquisition proposal has otherwise been communicated to the board of directors of GPIC or GPIC’s stockholders and has become publicly known, after the date hereof and prior to such termination and (iii) within 12 months of such termination, GPIC consummates an acquisition proposal or enters into a definitive agreement with respect to an acquisition proposal which is subsequently consummated, whether during or after such 12 month period; provided that for purposes of determining if the company termination fee is payable in such circumstances, the term “acquisition proposal” as used in clause (iii) above shall have the meaning described on page 66 above, except that all references to “20%” will be deemed to be references to “50%”; or

a GPIC breach termination occurs and such termination resulted, directly or indirectly, from the breach (other than an intentional breach (as defined below)) of any agreement or covenant contained in the merger agreement.
Under the merger agreement, GPIC will be required to pay Angel a termination fee equal to $15 million (or approximately 13.3% of the equity value of the transaction), which we refer to as the “company intentional breach termination fee” in this proxy statement, if:

a GPIC breach termination occurs and such termination resulted, directly or indirectly, from the intentional breach of any agreement or covenant contained in the merger agreement; or

an acquisition proposal termination occurs.
For purposes of the merger agreement, “intentional breach” means, with respect to any agreement or covenant of GPIC, Angel or Merger Sub contained in the merger agreement, an action or omission taken or omitted to be taken by such party in material breach of such agreement or covenant that the breaching party intentionally takes (or fails to take) and with the actual knowledge that such action or omission would, or would reasonably be expected to, cause such material breach of such agreement or covenant.
In the event of any termination that leads to GPIC paying Angel the company termination fee or the company intentional breach termination fee, as the case may be: (i) such payment will be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Angel, Merger Sub, any of their respective affiliates or any other person in connection with the merger agreement (and the termination
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thereof), the transactions contemplated by the merger agreement (and the abandonment thereof) or any matter forming the basis for such termination; (ii) payment from GPIC to Angel of the company termination fee or the company intentional breach termination fee, as the case may be, shall be the sole and exclusive remedy of Angel, Merger Sub or any of their respective affiliates against GPIC or its subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or affiliates for any loss suffered as a result of the failure of the merger to be consummated or for a breach or failure to perform hereunder or otherwise; and (iii) upon payment of the company termination fee or the company intentional breach termination fee, as the case may be, none of such persons described in clause (ii) above will have any further liability or obligation relating to or arising out of the merger agreement or the transactions contemplated by the merger agreement, other than with respect to claims for, arising out of or in connection with fraud.
Parent Termination Fee
Under the merger agreement, Angel will be required to pay GPIC a termination fee equal to $4 million, which we refer to as the “parent termination fee” in this proxy statement, if an Angel breach termination occurs and such termination resulted, directly or indirectly, from the breach (other than an intentional breach) of any agreement or covenant contained in the merger agreement.
Under the merger agreement, Angel will be required to pay GPIC a termination fee equal to $15 million, which we refer to as the “parent intentional breach termination fee” in this proxy statement, if an Angel breach termination occurs and such termination resulted, directly or indirectly, from the intentional breach of any agreement or covenant contained in the merger agreement.
In the event of any termination that leads to Angel paying GPIC the parent termination fee or the parent intentional breach termination fee, as the case may be: (i) such payment will be deemed to be liquidated damages for any and all losses or damages suffered or incurred by GPIC or any of its affiliates or any other person in connection with the merger agreement (and the termination thereof), the transactions contemplated by the merger agreement (and the abandonment thereof) or any matter forming the basis for such termination; (ii) payment from Angel to GPIC of the parent termination fee or the parent intentional breach termination fee, as the case may be, shall be the sole and exclusive remedy of GPIC or any of its respective affiliates against Angel or Merger Sub and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or affiliates for any loss suffered as a result of the failure of the merger to be consummated or for a breach or failure to perform hereunder or otherwise; and (iii) upon payment of the parent termination fee or the parent intentional breach termination fee, as the case may be, none of such persons described in clause (ii) above will have any further liability or obligation relating to or arising out of the merger agreement or the transactions contemplated by the merger agreement, other than with respect to claims for, arising out of or in connection with fraud.
Effect of Termination
If the merger agreement is terminated pursuant to its terms, the merger agreement will be of no further force or effect and there will be no liability on the part of Angel, Merger Sub or GPIC (or any of their respective former, current or future officers, directors, partners, stockholders, managers, members or affiliates) following any such termination, subject to certain specified exceptions including, among others, that (i) certain specified provisions of the merger agreement will survive, including those described in this section entitled “Terms of the Merger Agreement — Termination Fees; Effect of Termination” above and (ii) the covenants and agreements set forth in the merger agreement governing the confidentiality obligations of GPIC and Merger Sub will survive.
Fees and Expenses
Except as otherwise provided in the merger agreement, all fees and expenses incurred by the parties in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring such expenses, whether or not the merger is consummated.
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Third Party Beneficiaries
The merger agreement is not intended to and will not confer upon any person (other than GPIC, Angel, Merger Sub and their respective successors and permitted assigns) any right, benefit or remedy of any nature whatsoever under or by reason of the merger agreement; except for certain exceptions, including, (i) the right of GPIC’s stockholders and equity award holders to receive payment under the terms and conditions of the merger agreement, (ii) the provisions of the merger agreement with respect to directors’ and officers’ indemnification obligations of the surviving corporation and (iii) certain provisions of the merger agreement with respect to covered indemnitees.
Amendments
Prior to the effective time of the merger and subject to compliance with applicable legal requirements, the merger agreement may be amended by with the approval of the respective board of directors of GPIC, Angel and Merger Sub at any time. The merger agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.
Effective as of December 26, 2018, GPIC, Angel and Merger Sub entered into Amendment No. 1 to Agreement and Plan of Merger, attached hereto as part of Annex A, which amended the merger agreement to (i) extend the date by which GPIC is required to file a preliminary proxy statement with the SEC in connection with the special meeting, and (ii) require GPIC to obtain consent from an additional regulatory authority as a condition to closing.
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THE VOTING AGREEMENT
This section describes the material terms of the voting agreement. The description of the voting agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the voting agreement, a copy of which is attached as Annex B to this proxy statement and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the voting agreement that is important to you. We encourage you to read the voting agreement carefully and in its entirety.
Concurrently with and as a condition to Angel’s execution of the merger agreement, on November 27, 2018, stockholders Holding Wilson, S.A. and Elisabeth Carretté entered into the voting agreement. Holding Wilson, S.A. and Mrs. Carretté own approximately 50.31% of the total shares of outstanding GPIC common stock.
The voting agreement requires Holding Wilson, S.A. and Mrs. Carretté to, among other things, vote their shares of GPIC common stock (i) in favor of the proposal to approve the merger agreement and the approval of the transactions contemplated thereby, including the merger, (ii) in favor of any proposal to adjourn or postpone the special meeting to a later date if there are not sufficient votes to approve the merger agreement, (iii) against any acquisition proposal or proposal to enter into an agreement in respect of a superior offer and (iv) against any action, proposal or agreement that would reasonably be expected to (a) result in a breach of any representation, warranty, covenant or agreement of GPIC under the merger agreement or (b) prevent or materially delay or adversely affect the consummation of the merger and the other transactions contemplated by the merger agreement.
Additionally, each of Holding Wilson, S.A. and Mrs. Carretté has granted Angel an irrevocable proxy (subject to the terms and conditions set forth in the voting agreement) to vote the shares of GPIC common stock held by such stockholder in the manner and circumstances described above.
However, if the GPIC board of directors changes its recommendation to approve the merger agreement or if the merger agreement is terminated, in each case in accordance with the terms of the merger agreement, including in respect of GPIC entering into an agreement in respect of a superior offer, all stockholder parties to the voting agreement will be relieved of their obligation to approve the merger agreement and all other voting obligations under the voting agreement. Accordingly, because they collectively own a majority of the outstanding GPIC common stock, if the stockholder parties to the voting agreement are not relieved of their voting obligations, the vote required to approve the merger agreement will be obtained and the merger agreement will be approved at the special meeting.
Subject to the terms therein, the voting agreement will terminate upon the earlier to occur of  (i) the consummation of the merger, (ii) the termination of the merger agreement in accordance with its terms or (iii) the occurrence of a change in recommendation (as described under the section entitled “Terms of the Merger Agreement — Changes in Board Recommendation” beginning on page 64 of this proxy statement).
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PROPOSAL 2: APPROVAL OF ADJOURNMENT OF SPECIAL MEETING
GPIC stockholders are being asked to approve a proposal, which we refer to as the “adjournment proposal” in this proxy statement, providing for 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 this proposal, we are asking you to authorize the holder of any proxy solicited by our board of directors to vote in favor of adjourning the special meeting, and any later adjournments, to another time and place. If GPIC stockholders approve the adjournment proposal, we could adjourn the special meeting in any of the circumstances described above, and any adjourned session of the special meeting, to a later date and use the additional time to solicit additional proxies in favor of the merger proposal, including the solicitation of proxies from holders of GPIC common stock that have previously voted against the merger proposal. Among other things, approval of the adjournment proposal could mean that, even if we had received proxies representing a sufficient number of votes against the merger proposal, we could adjourn the special meeting without a vote on the merger proposal and seek to convince the holders of those shares to change their votes to votes in favor of the approval of the merger agreement.
The GPIC board of directors believes that if the number of shares of GPIC common stock present in person or represented at the special meeting and voting in favor of the merger proposal is not sufficient to approve the merger agreement, it is in the best interests of the holders of GPIC common stock to enable the board to continue to seek to obtain a sufficient number of additional votes to approve the merger agreement.
The vote on the adjournment proposal is a vote separate and apart from the vote on the proposal to approve the merger agreement. Accordingly, you may vote to approve the proposal to approve the merger agreement and vote not to approve the adjournment proposal and vice versa. Under our amended and restated bylaws, the adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast on the proposal. Abstentions and broker non-votes, if any, will have no effect on the outcome of any vote on the adjournment proposal, and shares not in attendance will have no effect on the outcome of any vote on the adjournment proposal.
If the special meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use.
The GPIC board of directors unanimously recommends that GPIC stockholders vote “FOR” the adjournment proposal.
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MARKET PRICE OF GPIC COMMON STOCK AND DIVIDEND INFORMATION
Our common stock trades on NASDAQ under the symbol “GPIC.” As of January 31, 2019, the day before the record date for the special meeting, GPIC had 8,085,594 shares of GPIC common stock issued and outstanding and GPIC had approximately 70 holders of record.
The following table sets forth the high and low reported sale prices for our common stock for the periods shown as reported on NASDAQ and the dividends declared per share in the periods shown thereon.
Dividends Declared
Common Stock
Regular
Dividends
Special
Dividends
High
Low
Fiscal Year Ending December 31, 2019
First Quarter (until January 31, 2019)
$ 13.09 $ 12.90
Fiscal Year Ended December 31, 2018
First Quarter
$ 11.45 $ 9.20
Second Quarter
$ 9.98 $ 8.18
Third Quarter
$ 9.49 $ 8.02
Fourth Quarter
$ 13.44 $ 7.69 $ 0.12
Fiscal Year Ended December 31, 2017
First Quarter
$ 12.00 $ 9.66
Second Quarter
$ 12.50 $ 9.13
Third Quarter
$ 12.12 $ 9.65
Fourth Quarter
$ 11.50 $ 10.35 $ 0.12
Fiscal Year Ended December 31, 2016
First Quarter
$ 10.33 $ 8.51
Second Quarter
$ 9.98 $ 8.55
Third Quarter
$ 12.34 $ 9.12
Fourth Quarter
$ 11.95 $ 10.27 $ 0.12
Fiscal Year Ended December 31, 2015
First Quarter
$ 12.49 $ 8.00
Second Quarter
$ 13.40 $ 9.45
Third Quarter
$ 11.39 $ 9.50
Fourth Quarter
$ 10.31 $ 8.08
On November 27, 2018, the last full trading day before we publicly announced the execution of the merger agreement, the high and low sale prices for our common stock as reported on NASDAQ were $8.05 and $7.69 per share, respectively, and the closing sale price on that date was $7.69 compared to which the merger consideration represents a premium of approximately 78.9%. On January 31, 2019, the last trading day before the record date for the special meeting, the high and low sale prices for our common stock as reported on NASDAQ were $12.97 and $12.96 per share, respectively, and the closing price on that date was $12.97.
On November 30, 2018, we declared a special cash dividend of  $0.12 per share, which is payable on December 21, 2018 to stockholders of record determined as of December 10, 2018, with an ex-dividend date of December 7, 2018. On November 27, 2017, we declared a special cash dividend of  $0.12 per share, payable on December 22, 2017 to stockholders of record determined as of December 8, 2017, with an ex-dividend date of December 7, 2017. On November 22, 2016, we declared a special cash dividend of  $0.12 per share, payable on December 12, 2016 to stockholders of record determined as of December 1, 2016, with an ex-dividend date of November 29, 2016. With the exception of the foregoing, no cash dividends
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were paid on our common stock during this current 2019 fiscal year or in any of fiscal years 2018, 2017 or 2016. Furthermore, under the terms of the merger agreement, GPIC is generally prohibited from declaring, authorizing, making or paying any dividend or distribution during the pendency of the merger. However, pursuant to the terms of the merger agreement, assuming the merger has not been completed, our board of directors may declare, in its sole discretion, and pay a special dividend of  $0.12 per share in December 2019.
STOCKHOLDERS SHOULD OBTAIN A CURRENT MARKET QUOTATION FOR OUR COMMON STOCK BEFORE MAKING ANY DECISION WITH RESPECT TO THE MERGER.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 28, 2018, concerning “beneficial” ownership of our common stock, as that term is defined in the rules and regulations of the SEC, by: (i) each director, (ii) each “named executive officer,” as that term is defined in Item 402(a)(3) of SEC Regulation S-K and (iii) all executive officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities, including shares of common stock issuable upon the exercise of vested options that are immediately exercisable or exercisable within 60 days, restricted stock units and restricted shares. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.
Shares of Common Stock
Name of Beneficial Owner
Ownership
Options
Exercisable
Within 60 Days
Beneficial
Ownership(1)
Percent of
Class(2)
Executive Officers, Directors and Director Nominees:
Eric P. Endy
168,707 19,500 188,207(3) 2.33%
Gregory S. Gronau
76,555 0 76,555(10) *
Robert J. Kelly
64,250 64,250 *
Charles R. Henry
35,000 35,000 *
Martin A. Berkowitz
48,000 48,000 *
Alain Thieffry
16,000 31,500 47,500(4) *
Jean-Francois Lendais
1 28,500 28,501(5) *
All executive officers, current directors and director nominees as a group
261,263
226,750
488,013
6.03%
5% Stockholders:
Elisabeth Carretté
4,068,226 4,068,226(6) 50.31%
VN Capital Management, LLC
789,310 789,310(7) 9.76%
James T. Vanasek
Patrick Donnell Noone
Gerard P. Charlier
506,902 506,902(8) 6.27%
M.I.3 S.A.
732,612 732,612(9) 9.06%
*
Less than 1% of the outstanding shares of our common stock.
(1)
Represents sum of shares owned and shares which may be purchased upon exercise of options exercisable within 60 days of December 28, 2018.
(2)
As of December 28, 2018, there were 8,085,594 shares of GPIC common stock outstanding and entitled to vote. Any securities not outstanding which are subject to options exercisable within 60 days of December 28, 2018, are deemed outstanding for computing the percentage of outstanding securities of the class owned by any person holding such securities but are not deemed outstanding for computing the percentage of the class owned by any other person. Unless otherwise noted, the persons identified in this table have sole voting and investment power regarding the shares beneficially owned.
(3)
Includes 25,908 shares held by trusts established for the benefit of Mr. Endy’s family and 142,799 shares held jointly with Mr. Endy’s spouse.
(4)
Does not include 4,048,124 shares held by Holding Wilson, S.A., of which Mr. Thieffry is the President of the Executive Board. Mr. Thieffry disclaims beneficial ownership of all shares held by Holding Wilson, S.A.
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(5)
Includes one share held by Mr. Lendais’ spouse. Does not include 4,052,826 shares held by Holding Wilson, S.A., of which Mr. Lendais is a member of the Supervisory Board. Mr. Lendais disclaims beneficial ownership of all shares held by Holding Wilson, S.A.
(6)
Includes: (i) 4,048,124 shares held by Holding Wilson, S.A., of which Mrs. Carretté is the principal beneficial owner; and (ii) 20,102 shares held by the Elisabeth Carretté personally. Mrs. Carretté’s reported business address is 3945 West Cheyenne Avenue, Suite 208, North Las Vegas, Nevada 89032. The number of shares and reported business address are based on a Schedule 13D/A filed by Elisabeth Carretté with the SEC on December 3, 2018.
(7)
The reported business address of VN Capital Management, LLC is 1250 Revolution Mill Drive, Suite 181, Greensboro, NC 27405 (based on written confirmation received on January 11, 2018).
(8)
Includes 703 shares held by Mr. Charlier’s spouse. Mr. Charlier’s reported business address is 3945 West Cheyenne Avenue, Suite 208, North Las Vegas, Nevada 89032 (based on written confirmations received on January 17, 2018 and February 14, 2018).
(9)
The reported business address of M.I.3 S.A. is 3 Boulevard Royal, L-2449, Luxembourg (based on written confirmation received on January 15, 2018).
(10)
As previously disclosed in the Current Report on Form 8-K filed by GPIC on August 1, 2018, Mr. Gronau ceased to serve as GPIC’s chief executive officer effective September 21, 2018. The information contained in this footnote is derived from GPIC’s Definitive Proxy Statement filed on April 18, 2018 in advance of our 2018 Annual Meeting of Stockholders.
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OTHER MATTERS
As of the date of this proxy statement, the GPIC board of directors has not received notice of any stockholder proposals and does not intend to propose any other matters for stockholder action at the special meeting other than as described in this proxy statement.
FUTURE STOCKHOLDER PROPOSALS
If the merger is completed, we will not have public stockholders and there will be no public participation in any future stockholder meetings. If the merger is not completed, however, stockholders will continue to be entitled to attend and participate in meetings of stockholders. If the merger is not completed and the 2019 annual meeting is held, stockholder proposals will be eligible for consideration for inclusion in the proxy statement and form of proxy for our 2019 annual meeting of stockholders in accordance with Rule 14a-8 under the Exchange Act and our amended and restated bylaws, as described below.
Stockholders desiring to present proper proposals at that meeting and to have their proposals included in our proxy statement and form of proxy for that meeting must meet the eligibility and other criteria under the GPIC bylaws and Rule 14a-8 of the Exchange Act and must submit the proposal to GPIC. Such proposal must be received no later than February 23, 2019, but not before January 23, 2019. However, if the 2019 annual meeting is advanced by more than 30 days or delayed by more than 70 days from May 23, 2019, the proposal must be received no earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the latter of  (i) the 90th day prior to such annual meeting, or (ii) the 10th day following the day the notice of such annual meeting was first given. For stockholder proposals which are submitted pursuant to Rule 14a-8 of the Exchange Act, to be considered by GPIC for inclusion in our proxy materials for the 2019 annual meeting, they must be received by the Secretary of GPIC at GPIC’s executive offices no later than the close of business on December 23, 2018. As of the date of this proxy statement, the GPIC board of directors has not received notice of any stockholder proposals for the 2019 annual meeting.
WHERE STOCKHOLDERS CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Exchange Act. These reports, proxy statements and other documents contain additional information about us and will be made available for inspection and copying at our executive offices during regular business hours by any stockholder or a representative of a stockholder as so designated in writing.
Stockholders may read and copy any reports, statements or other information filed by us at the SEC’s public reference room at Station Place, 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of this information by mail from the public reference section of the SEC at Station Place, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings made electronically through the SEC’s EDGAR system are available to the public at the SEC’s website located at www.sec.gov. In addition, stockholders may obtain free copies of the documents filed with the SEC by GPIC through the Investor Relations section of our website, and the “Financial Reports and Filings” tab therein. The website address is http://investor.GPICtech.com. The information on our website is not, and shall not be deemed to be, a part hereof or incorporated into this or any other filings with the SEC. You may also send a written request to our Investor Relations team at Gaming Partners International Corporation, Attn: Investor Relations, 3945 West Cheyenne Avenue, Suite 208, North Las Vegas, Nevada 89032.
The SEC allows us to “incorporate by reference” information that we file with the SEC in other documents into this proxy statement. This means that we may disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement. This proxy statement and the information that we file later with the SEC may update and supersede the information incorporated by reference. Similarly, the information that we later file with the SEC may update and supersede the information in this proxy statement. Such updated and superseded information will not, except as so modified or superseded, constitute part of this proxy statement.
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We incorporate by reference each document we file under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of this proxy statement and before the special meeting (other than current reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information, unless otherwise indicated therein). We also incorporate by reference in this proxy statement the following documents filed by us with the SEC under the Exchange Act:

our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 23, 2018;

our Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2018, June 30, 2018 and September 30, 2018, filed with the SEC on May 11, 2018, August 10, 2018 and November 9, 2018;

our 2018 Definitive Proxy Statement filed with the SEC on April 18, 2018 in connection with our 2018 Annual Meeting of Stockholders; and

our Current Reports on Form 8-K filed with the SEC on January 31, 2018, March 23, 2018, March 28, 2018, May 11, 2018, May 23, 2018, August 1, 2018, August 10, 2018, November 9, 2018, November 27, 2018 and November 30, 2018.
We undertake to provide without charge to each person to whom a copy of this proxy statement has been delivered, upon request, by first class mail or other equally prompt means, within one business day of receipt of such request, a copy of any or all of the documents incorporated by reference in this proxy statement, other than the exhibits to these documents, unless the exhibits are specifically incorporated by reference into the information that this proxy statement incorporates. You may obtain documents incorporated by reference by requesting them in writing or by telephone at the following address and telephone number:
Gaming Partners International Corporation
Attention: Investor Relations
3495 West Cheyenne Avenue, Suite 208
North Las Vegas, Nevada 89032
(702) 384-2425
You may also obtain documents incorporated by reference by requesting them by telephone from Morrow Sodali, our proxy solicitor, toll free at (800) 662-5200 or by E-mail at GPIC.info@morrowsodali.com. Documents should be requested by March 2, 2019 in order to receive them before the special meeting. You should be sure to include your complete name and address in your request.
This proxy statement does not constitute the solicitation of a proxy in any jurisdiction to or from any person to whom it is not lawful to make any solicitation in that jurisdiction. The delivery of this proxy statement should not create an implication that there has been no change in the affairs of GPIC since the date of this proxy statement or that the information herein is correct as of any later date.
Angel has supplied, and we have not independently verified, the information in this proxy statement exclusively concerning Angel and Merger Sub.
Stockholders should not rely on information other than that contained or incorporated by reference in this proxy statement. We have not authorized anyone to provide information that is different from that contained in this proxy statement. This proxy statement is dated February 5, 2019. No assumption should be made that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement will not create any implication to the contrary. Notwithstanding the foregoing, if there is any material change in any of the information previously disclosed, we will, where relevant and to the extent required by applicable law, update such information through a supplement to this proxy statement.
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ANNEXES
Annex A:
Agreement and Plan of Merger, dated as of November 27, 2018, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of December 26, 2018
Annex B:
Voting Agreement, dated as of November 27, 2018
Annex C:
Opinion of B. Riley FBR, Inc., dated as of November 27, 2018
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Annex A​
AGREEMENT AND PLAN OF MERGER
among:
ANGEL HOLDINGS GODO KAISHA,
a company organized under the laws of Japan;
AGL NEVADA CORPORATION,
a Nevada corporation; and
GAMING PARTNERS INTERNATIONAL CORPORATION,
a Nevada corporation

Dated as of November 27, 2018

TABLE OF CONTENTS
Section 1
MERGER TRANSACTION
1.1
A-5
1.2
A-6
1.3
A-6
1.4
A-6
1.5
A-7
1.6
A-7
1.7
A-9
1.8
A-10
Section 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
2.1
A-10
2.2
A-11
2.3
A-11
2.4
A-12
2.5
A-13
2.6
A-13
2.7
A-13
2.8
A-14
2.9
A-16
A-18
A-18
A-18
A-19
A-19
A-19
A-21
A-23
A-24
A-24
A-24
A-24
A-25
A-25
A-25
A-25