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OFFON

GAMING PARTNERS INTERNATIONAL CORP.

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Gaming Partners International : Delisting Notice of Gaming Partners International Corporation

04/19/2019 | 01:48pm EST

April 19, 2019

VIA E-MAIL (continuedlisting@nasdaq.com and oneil.blake@nasdaq.com)

Mr. O'Neil Blake
NASDAQ Corporate Data Operations
E-mail: oneil.blake@nasdaq.com

Re: Delisting of Gaming Partners International Corporation (NASDAQ: 'GPIC')
Common Stock, Par Value $0.01 Per Share

Dear Mr. Blake:

In accordance with section 12(d) under the Securities Exchange Act of 1934, as amended, we hereby inform NASDAQ that the merger (the 'Merger') of AGL Nevada Corporation, a Nevada corporation ('Merger Sub') and a wholly owned subsidiary of Angel Holdings Godo Kaisha, a company organized under the laws of Japan ('Angel'), with and into Gaming Partners International Corporation, a Nevada corporation ('GPIC'), is expected to be consummated on May 1, 2019. Upon completion of the Merger, each holder of GPIC's common stock, par value $0.01 per share (the 'GPIC common stock'), will be entitled to receive $13.75 in cash, without interest, for each share of GPIC common stock held by such holder immediately prior to the effective time of the Merger. Following the consummation of the Merger, GPIC will exist as a wholly owned subsidiary of Angel and there will no longer be an active public market for trading GPIC's common stock. The Merger is subject to the receipt of certain gaming approvals and other customary requirements as provided under the Agreement and Plan of Merger, dated as of November 27, 2018, which was approved by the stockholders of GPIC at a special meeting of stockholders held on March 12, 2019.

Following the effective time of the Merger, we will e-mail you to request that NASDAQ (a) suspend trading in shares of GPIC common stock on May 1, 2019, as of the time specified in such e-mail, and (b) prepare and file on behalf of GPIC a Form 25 with the U.S. Securities and Exchange Commission at the close of the trading day on May 1, 2019. GPIC will send all necessary confirmations to NASDAQ via e-mail once the Merger has been consummated so that NASDAQ can timely file the Form 25.

If you have any questions, please contact Ben Comin, Corporate Counsel, by telephone at (702) 598-2401 or by e-mail at bcomin@gpigaming.com.

Very truly yours,

GAMING PARTNERS INTERNATIONAL CORPORATION

By: /s/ Alain Thieffry
Name: Alain Thieffry
Title: Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Chairperson of the Board

Disclaimer

Gaming Partners International Corporation published this content on 19 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 19 April 2019 17:47:04 UTC


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