Light & Wonder is pleased to propose acquiring the 17% equity interest in SciPlay Corporation (that it does not currently own pursuant to a merger in which SciPlay’s shareholders, other than L&W and its subsidiaries, would receive $20.00 in cash for each share of SciPlay Class A common stock they own.

The proposed consideration would imply an enterprise value of $2.1 billion for SciPlay and a premium of 28.5% based on the SciPlay closing stock price as of the close of business on May 17, 2023, the last trading day prior to the proposal.

The proposed Transaction offers SciPlay’s public shareholders a compelling combination of value, speed and certainty. SciPlay’s public shareholders would receive an immediate and certain premium value for their shares in cash, obtaining liquidity and de-risking their investment in a volatile and uncertain market.

L&W will not conduct due diligence and we do not expect consummation of the Transaction to require any regulatory approvals or the approval of L&W shareholders, simplifying and expediting closing the Transaction. Further, L&W will not require any third-party financing to fully fund the Transaction.

Through our existing collaboration with SciPlay, we believe the Transaction would be operationally seamless, and we look forward to fully joining forces with SciPlay’s talented leadership team and employees to continue innovating on behalf of customers and players.

Currently, L&W owns approximately 83% of the economic interest and 98% of the voting interest in SciPlay. In considering this proposal, it should be noted that, in our capacity as a shareholder of SciPlay, we are interested only in the Transaction specified above with respect to the publicly traded shares of SciPlay and intend to vote in favor of such Transaction. We would not expect, in our capacity as a shareholder of SciPlay, to vote in favor of any alternative sale, merger or other corporate transaction involving SciPlay nor divest or sell any portion of our ownership interest.