Shareholder lawsuit seeks to block Casino Data takeover

Grace Leong

Thursday, Jan. 25, 2001 | 10:35 a.m.

A Casino Data Systems Inc. shareholder, in a bid to obtain the highest value for his stock, filed a class action lawsuit Tuesday to block the $180 million sale of the Las Vegas gaming company to Australian slotmaker Aristocrat Leisure Ltd.

Aristocrat announced plans Jan. 17 to acquire Casino Data for $9.25 per share.

Shareholder Dwayne Alberts sued Casino Data and six board members in Clark County District Court, alleging the merger disadvantaged shareholders because it occurred "on the eve of recouping the benefits from the company's phenomenal growth prospects, new revenue," and regulatory approval for a new slot machine line, "Q Slots."

The suit said Casino Data was on the verge of getting regulatory approval for "Q Slots," which would be profitable for Casino Data by enabling casinos to have access to its games library at a low daily fee.

The suit also alleged the announcement came just before Casino Data was to disclose its fourth-quarter financial results, which it said would show strong revenue growth.

The suit, which claims shareholders are "being deprived of their right to a fair and unbiased process to sell the company ... without preferential treatment to the insiders," alleged the defendants timed the announcement to "place an artificial cap" on the company's stock price.

Casino Data's share prices ran up in the days before the deal was announced, prompting speculation that news of the deal had leaked. One gaming analyst, however, attributed the stock run-up to rumors of a Casino Data takeover in the past 30-60 days.

Casino Data officials declined comment on the lawsuit allegations.

Alberts wants the court to rescind an alleged agreement to pay Aristocrat an $8 million fee should the defendants terminate the merger agreement and a "No Shop" clause, which he said keeps the defendants from getting a better price for the company.

Alberts also wants the defendants to get an independent evaluation of the company's worth as an acquisition candidate, implement an active auction and appoint an independent committee to consider other offers.