Aristocrat Acquisition of VGT Presentation
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.
Acquisition risks
Impairment risk
A significant proportion of VGT's assets are intangible and subject to annual impairment testing. Should any intangible assets become impaired the associated write
downs in carrying values could affect Aristocrat's earnings and ability to pay dividends.
Reliance on information provided
Aristocrat undertook a due diligence process in respect of VGT, which relied in part on the review of financial and other information provided by the vendors of VGT.
Despite taking reasonable efforts, Aristocrat has not been able to verify the accuracy, reliability or completeness of all the information which was provided to it
against independent data. Similarly, Aristocrat has prepared (and made assumptions in the preparation of) the financial information relating to VGT on a stand-alone
basis and also to Aristocrat post-acquisition included in this presentation in reliance on limited financial information and other information provided by the vendors of
VGT. Aristocrat is unable to verify the accuracy or completeness of all of that information. If any of the data or information provided to and relied upon by Aristocrat
in its due diligence process and its preparation of this Presentation proves to be incomplete, incorrect, inaccurate or misleading, there is a risk that the actual
financial position and performance of VGT and the combined group may be materially different to the financial position and performance expected by Aristocrat and
reflected in this presentation. Investors should also note that there is no assurance that the due diligence conducted was conclusive and that all material issues and
risks in respect of the acquisition have been identified. Therefore, there is a risk that unforseen issues and risks may arise, which may also have a material impact
on Aristocrat.
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Change of control
The acquisition may trigger change of control clauses in a number of material contracts to which VGT is a party. If triggered, the change of control clauses may
require counterparty consent. If the consent of a counterparty cannot be obtained and a material contract containing a change of control clause is terminated or
renegotiated on less favourable terms, it may have an adverse impact on Aristocrat's financial performance and prospects.
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