WMS has pending lawsuit which could bring significant liability. One of WMS most popular gaming machines (where players compete against each other for a bonus) is allegedly infringing on a patent that MGT Capital Investment is litigating. Everyone can Google MGT Capital Investment and read more about the case.
From the RepWar section of the merger agreement (art IV) --
"Section 4.12 Absence of Litigation. There is no claim, suit, action, litigation, arbitration, mediation, proceeding or investigation (each, a “Proceeding”) pending or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries that has had, or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect."
So, either this litigation does not exist, or the company seems to be warranting that it does not expect it to have a material adverse effect. Others have already pointed out that if posters on this board knew about it, it is reasonable to assume the buyer knew about it.
So, what does it all mean? Haven't seen anything on this in the mainstream press at all -- only bashing on this board and the MGT board. (And Seeking Alpha doesn't count -- of that author's 7 articles, 3 of them are pumping MGT. (He wants you to buy MGT as a hedge to this deal, even though alot of his ink is spent highlighting litigation _completely unrelated_ to slot machine IP, such as listing by name each law firm pursuing standard merger-related litigation. I'll leave y'all to do the critical reading of that article).
The user isn't short. The comment relates to a real lawsuit by MGT Gaming (plaintiff) against WMS Gaming, among others. MGT Gaming asserts that WMS Gaming has been infringing on its patented group play slot machine patent for years. The amount that WMS Gaming would have to pay if it loses is enormous. Over 30% of WMS Gaming's revenues come from the manufacturing of allegedly infringing slot machines like Paradise Fishing, Clue, Battleship, etc. All of these machines are being attacked in court on the basis of MGT Gaming's patents. If WMS shows signs of losing this case, Scientific Games could back out of this acquisition altogether, which would be disastrous for shareholders.
A good hedge for anyone long WMS is to buy MGT. If MGT wins against WMS, the loss in WMS will be counteracted by the win in MGT.