Macquarie Capital finds Scientific Games, Bally Merger Fair


Nov. 27 2019, Updated 7:33 p.m. ET

Fairness opinion

Bally Technologies, or Bally, engaged Macquarie Capital as its lead financial advisor in its November 2014 merger with Scientific Games (SGMS). Part of Macquarie Capital’s job was to assist with the evaluation of Bally’s strategic alternatives. Upon review, the company advised Bally’s board of directors that, from a financial point of view, the merger consideration to be received by Bally’s common stock holders was fair.

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Protecting minority shareholders

It’s important that a transaction is considered financially fair to affected parties, especially minority shareholders that don’t have a direct say in takeover or merger transactions. A fairness opinion can serve two purposes:

  • To assist with or justify a board’s decisions
  • To persuade shareholders to tender shares or approve the terms of the merger

The fairness opinion speaks candidly about the financial terms of a transaction. The word “fairness” means unbiased, impartial, and just. A fairness opinion states whether or not a deal is fair to shareholders, particularly a company’s minority shareholders.

It should be noted that Macquarie Capital’s opinion was provided to Bally’s board of directors in connection with its financial evaluation of the merger consideration. The opinion doesn’t address any other aspect of the merger. Neither did it constitute a recommendation about whether holders of Bally common stock should act, or vote in connection with the merger, or about any other matter.

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