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Howard Stutz

Leader of dissident IGT shareholder group offers to meet with management

26 February 2013

LAS VEGAS -- The leader of a dissident group of IGT - International Game Technology shareholders has offered to meet with the slot machine manufacturer's chairman in an effort to resolve the company's heated proxy fight before next week's annual stockholders meeting.

In a letter to IGT Chairman Phil Satre that was sent Monday, Ader Investment Management CEO Jason Ader said the IGT shareholders he has met with in recent weeks "indicated their respective belief that a reconstitution of the IGT board would be best accomplished through a negotiated settlement."

Ader and former IGT Chairman Charles Mathewson lead a group seeking to gain election to three seats on IGT's eight-person board of directors and have been soliciting proxy support from shareholders.

Ader has meetings scheduled with IGT shareholder representatives this week in New York and other parts of the country. The Ader group controls roughly 3 percent of IGT's outstanding shares.

Two proxy advisory firms, Institutional Shareholders Services and Glass Lewis & Co., recommended investors re-elect five of IGT's eight board members while backing one of the Ader group's three board nominees. Stockholders are on their own in deciding who should fill the other two seats.

Another advisory firm, Egan-Jones Proxy Services, said shareholders should back IGT's candidates.

Ader and Mathewson contend IGT's management has neglected the company's core slot machine business and overspent to acquire a social gaming company and on a failed European Internet gaming business.

"Over the past few weeks we have spoken with investors large and small," Ader wrote. "Investors have raised issues related to historical capital allocation and governance matters."

Ader told Satre he wanted to "re-express" a desire to meet with him and other board members. He said the divisiveness of the proxy contest was dividing our customers, our employees and our shareholders."

In an e-mailed statement, IGT Vice President of Corporate Communications Susan Cartwright said the company "seeks to maintain an open dialogue" with shareholders.

"In that spirit we have had over 35 exchanges with the Ader/Mathewson Group over the last seven months," Cartwright said. "While we typically do not comment on individual conversations with shareholders, consistent with the company's focus on value creation, the IGT board of directors and management team are always receptive to constructive suggestions."

IGT issued its own letter to shareholders Monday to voice support for its three current board members whose candidacy was rejected by the two advisory firms.

In the letter, the company said Ader Investment partner Daniel Silvers, who was backed by the advisory firms, "has no relevant operating or management experience in the gaming industry. We believe his experience is not relevant or additive."

IGT's annual shareholder meeting is scheduled for March 5 at the Canyon Gate Country Club.

Ader said he has attempted to meet in person with IGT's board since last September. He has addressed the board with suggested changes only by telephone.

Shares of IGT closed at $15.68 Monday on the New York Stock Exchange, down 21 cents or 1.32 percent.