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SOURCE The Ader Group
Shareholders Are Encouraged to Consider Who Can Best Maximize the Value of Their Investment -and Promptly Vote the GOLD Proxy Card
NEW YORK, Feb. 21, 2013 /PRNewswire/ -- The Ader Group today announced that it is sending a letter to International Game Technology shareholders.
The letter raises a number of points, including:
The Ader Group is urging shareholders to vote the GOLD proxy card to elect its three highly-qualified, forward-looking nominees, Raymond J. Brooks, Jr., Charles N. Mathewson and Daniel B. Silvers, at IGT's upcoming annual meeting scheduled for March 5, 2013. Shareholders are encouraged to submit their GOLD proxy by telephone or by Internet to ensure that their shares are represented.
The letter is available by visiting www.RESCUEIGT.com (on the "Filings & Presentations" page) and the text of the letter follows:
ADER LONG/SHORT FUND LP
February 21, 2013
Dear Fellow IGT Stockholder:
The annual meeting of IGT stockholders is fast approaching. On March 5th, you can make an important decision to allow ownership representation on IGT's Board of Directors. The Ader Group nominees bring a fresh perspective focused on shareholder value creation and would look to institute a culture of ownership on the Board. The alternative is to continue with the same Board that has overseen a significant decline in shareholder value in recent years.
We urge you to vote the GOLD proxy card TODAY to protect your investment. Since time is short, we encourage you to submit your GOLD proxy by telephone or by Internet, to make sure your shares are represented.
ISS RECOMMENDS IGT SHAREHOLDERS
VOTE THE GOLD PROXY CARD FOR MR. SILVERS
On February 19, 2013, ISS, one of the nation's leading independent proxy voting advisory firms, recommended that IGT shareholders use the GOLD proxy card to vote Mr. Silvers at the company's annual meeting on March 5th. ISS specifically noted:
SIGNIFICANT SHAREHOLDER AND CUSTOMER SUPPORT
The Ader slate has also received support from other significant IGT shareholders and major customers of IGT, including the following public comments:
Orange Capital went on to say:
HOW DID THE CURRENT BOARD GET US HERE?
For almost six months we have acted in a respectful and professional manner in seeking to get an in-person audience with the independent directors of our company–the same independent directors that are supposed to represent all of our interests. Despite our patience, the current Board has refused to make itself available for such a meeting. Our goal for such a meeting has been to enter into a dialogue with the IGT Board regarding our concerns with IGT's operating and share price performance and how we believe we can help create value for ALL shareholders.
In response, our Board and management have resorted to "mud-slinging" (see Orange Capital comments), which, in the view of at least one customer, seems to reflect an effort to distract shareholders from the real issue: Could our Board benefit from fresh perspectives and more relevant experience? Despite the company's spurious allegations and highly misleading comments about Mr. Mathewson, all of the Ader Group's nominees stand ready to work with management and any continuing members of the Board.
We believe that the three Ader nominees will help rectify the core concerns which we believe have led to value destruction at IGT:
(i) a lack of focus on the core slot machine and systems business that we believe generated IGT's historic success and which we believe will be the foundation for its future growth;
(ii) a lack of casino gaming industry experience in executive management ranks; and
(iii) poor capital allocation decisions, highlighted by a series of costly non-strategic acquisitions.
We urge all IGT shareholders to vote the GOLD proxy card today to ensure new, shareholder-focused voices in the IGT boardroom.
KEY CONSIDERATIONS FOR SHAREHOLDERS
AS YOU VOTE ON THE FUTURE OF YOUR INVESTMENT
THE ADER GROUP'S NOMINEES ARE BEST POSITIONED TO CREATE VALUE
FOR ALL IGT SHAREHOLDERS
We are convinced that our highly-qualified, independent, forward-looking nominees are in the best position to look out for your interests:
We strongly urge you to seize the opportunity our nominees offer for meaningful change in the IGT boardroom. Please vote FOR the Ader slate TODAY – by using the enclosed GOLD proxy card to vote by telephone, by Internet or by signing, dating and returning the GOLD proxy card in the postage-paid envelope provided.
Thank you for your support,
Jason N. Ader
TIME IS SHORT, AND YOUR VOTE IMPORTANT--
PLEASE VOTE TODAY!
We encourage shareholders to vote their GOLD proxy card by telephone or by Internet to ensure that their shares are represented at the March 5th annual meeting. Please see the simple instructions on your GOLD proxy card.
If you have questions about how to vote your shares, or need additional assistance,
please contact the firm assisting us in the solicitation of proxies:
INNISFREE M&A INCORPORATED
Stockholders Call Toll-Free: (877) 825-8621
Banks and Brokers May Call Collect: (212) 750-5833
We urge you NOT to sign any White proxy card sent to you by IGT, even as a protest. Voting against the IGT nominees on the White proxy card will not count as a vote FOR the Ader nominees.
If you have inadvertently voted on the White proxy card, you have every right to change your vote by voting again using the GOLD proxy card. Only your latest dated vote will count.
IMPORTANT FACTS FOR EMPLOYEE SHAREHOLDERS:
If you have questions about how to vote your shares, or need additional assistance, please contact Innisfree M&A Incorporated, toll-free, at (877) 825-8621.
About Ader Investment Management LP
Ader Investment Management LP is a Delaware limited partnership that was founded in 2003. Ader Investment Management LP is an SEC-registered investment adviser with its principal place of business located in New York, New York. Ader Investment Management LP began conducting business in 2003, under the name of Hayground Cove Associates LP. In June 2011, Hayground Cove Associates LP changed its name to Ader Investment Management LP. Mr. Jason Ader is the sole principal of the firm, and is also the managing member and sole principal of the firm's general partner, Ader Fund Management LLC.
The principal investment advisory business of Ader Investment Management LP is the management of investment portfolios consisting primarily of equity securities on behalf of certain private funds and separately managed accounts.
The Ader Group (whose members are identified below) has nominated Raymond J. Brooks, Jr., Charles N. Mathewson and Daniel B. Silvers (the "Ader Nominees") as nominees to the board of directors of International Game Technology (the "Company") and is soliciting votes for the election of the Ader Nominees as members of the board. The Ader Group has sent a definitive proxy statement, GOLD proxy card and related proxy materials to stockholders of the Company seeking their support of the Ader Nominees at the Company's 2013 Annual Meeting of Stockholders. Stockholders are urged to read the definitive proxy statement and GOLD proxy card because they contain important information about the Ader Group, the Ader Nominees, the Company and related matters. Stockholders may obtain a free copy of the definitive proxy statement and GOLD proxy card and other documents filed by the Ader Group with the Securities and Exchange Commission ("SEC") at the SEC's web site at www.sec.gov. The definitive proxy statement and other related documents filed by the Ader Group with the SEC may also be obtained free of charge from the Ader Group.
The Ader Group consists of the following persons: Ader Investment Management LP, Ader Long/Short Fund LP, Doha Partners I LP, Ader Fund Management LLC, Ader Investment Management LLC, Jason N. Ader, Daniel B. Silvers, Andrew P. Nelson and Laura T. Conover-Ferchak. The members of the Ader Group and the Ader Nominees are participants in the solicitation from the Company's stockholders of proxies in favor of the Ader Nominees. Such participants may have interests in the solicitation, including as a result of holding shares of the Company's common stock. Information regarding the participants and their interests may be found in the definitive proxy statement of the Ader Group, filed with the SEC on January 25, 2013 and first disseminated to stockholders on or about January 28, 2013.
Certain information contained herein constitutes "forward-looking statements," which can be identified by the use of forward-looking terminology such as "may," "will," "seek," "should," "expect," "anticipate," "project," "estimate," "intend," "continue" or "believe" or the negatives thereof or other variations thereon or comparable terminology. Such statements are not guarantees of future performance or activities. Due to various risks and uncertainties, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements.
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