AGREEMENT AND PLAN OF MERGER By and Among SCIENTIFIC GAMES CORPORATION, SG CALIFORNIA MERGER SUB, INC., SCIENTIFIC GAMES INTERNATIONAL, INC., and WMS INDUSTRIES INC. Dated as of January 30, 2013Agreement and Plan of Merger • February 4th, 2013 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 30, 2013 (this “Agreement”), is made by and among Scientific Games Corporation, a Delaware corporation (“Parent”), SG California Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Scientific Games International, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Financing Sub”), and WMS Industries Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
