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08/11/2008

Shuffle Master, Inc. Announces an Increase in Tender Offer Price for its 1.25% Contingent Convertible Notes and Extends Expiration Date



Las Vegas – August 11, 2008 – Shuffle Master, Inc. (NASDAQ Global Select Market: SHFL) announced today that it has amended the terms of its cash tender offer with respect to its outstanding 1.25% Contingent Convertible Senior Notes Due 2024 (the “Notes”). Under the amended terms of the tender offer, Shuffle Master is offering to purchase any and all of the outstanding Notes at a purchase price, per each $1,000 principal amount of the Notes, equal to $972.50, plus all accrued and unpaid interest up to, but not including, the date of payment for the Notes accepted for payment.

In addition, Shuffle Master has extended the tender offer. As amended, the tender offer will now expire at 12:00 midnight, New York City time, on August 22, 2008, unless further extended or earlier terminated. Tenders of Notes must be made on or prior to the expiration of the tender offer, and Notes may be withdrawn at any time on or prior to the expiration of the tender offer.

Full details of the terms and conditions of the tender offer are included in Shuffle Master’s Offer to Purchase dated July 14, 2008, as amended. Except as described in this press release, the terms of the tender offer remain the same as set forth in the Offer to Purchase, as amended.

Deutsche Bank Securities Inc. is the dealer manager for the tender offer. Morrow & Co., LLC is the information agent for the tender offer. For any questions concerning the tender offer or for copies of the documents related to the tender offer contact Morrow & Co., LLC by calling (203) 658-9400 (banks and brokerage firms) or (800) 662-5200 (all others toll free).

Neither Shuffle Master, nor any member of its Board of Directors, nor the dealer manager nor the information agent is making any recommendation to noteholders as to whether to tender or refrain from tendering their Notes into the tender offer. Noteholders must decide whether they will tender in the tender offer and, if so, how many Notes they will tender.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY OF SHUFFLE MASTER’S NOTES. THE SOLICITATION OF OFFERS TO BUY SHUFFLE MASTER’S NOTES IS ONLY BEING MADE PURSUANT TO THE TENDER OFFER DOCUMENTS, INCLUDING THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL THAT SHUFFLE MASTER IS DISTRIBUTING TO ITS NOTEHOLDERS AND HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. NOTEHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. NOTEHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY (WHEN AVAILABLE) OF THE OFFER TO PURCHASE AND RELATED DOCUMENTS AT THE SECURITIES AND EXCHANGE COMMISSION’S WEB SITE AT WWW.SEC.GOV. NOTEHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.

 

This release contains forward-looking statements that are based on management’s current beliefs and expectations about future events, as well as on assumptions made by and information available to management. The Company considers such statements to be made under the safe harbor created by the federal securities laws to which it is subject, and assumes no obligation to update or supplement such statements. Forward-looking statements reflect and are subject to risks and uncertainties that could cause actual results to differ materially from expectations. Factors that could cause actual results to differ materially from expectations include, but are not limited to, the following: changes in the level of consumer or commercial acceptance of the Company’s existing products and new products as introduced; advances by competitors; acceleration and/or deceleration of various product development, promotion and distribution schedules; product performance issues; higher than expected manufacturing, service, selling, administrative, product development, promotion and/or distribution costs; changes in the Company’s business systems or in technologies affecting the Company’s products or operations; reliance on strategic relationships with distributors and technology and manufacturing vendors; current and/or future litigation or claims; tax matters, including changes in tax legislation or assessments by taxing authorities; acquisitions or divestitures by the Company or its competitors of various product lines or businesses and, in particular, integration of businesses that the Company may acquire; changes to the Company’s intellectual property portfolio, such as the issuance of new patents, new intellectual property licenses, loss of licenses, claims of infringement or invalidity of patents; regulatory and jurisdictional issues (e.g., technical requirements and changes, delays in obtaining necessary approvals, or changes in a jurisdiction’s regulatory scheme or approach, etc.) involving the Company and its products specifically or the gaming industry in general; general and casino industry economic conditions; the financial health of the Company’s casino and distributor customers, suppliers and distributors, both nationally and internationally; the Company’s ability to meet its debt service obligations, including the Notes, and to refinance its indebtedness, which will depend on its future performance and other conditions or events and will be subject to many factors that are beyond the Company’s control; and various risk related to the Company’s customers’ operations in countries outside the United States, including currency fluctuation risks, which could increase the volatility of the Company’s results from such operations. Additional information on these and other risk factors that could potentially affect the Company’s financial results may be found in documents filed by the Company with the Securities and Exchange Commission, including the Company’s current reports on Form 8-K, quarterly reports on Form 10-Q and annual report on Form 10-K.

Media Inquiries:
If you are a member of the media and have questions about Shuffle Master, Inc., please contact:

Kirsten Clark
(702) 897-7150
kclark@shufflemaster.com

Request a Press Kit:
info@shufflemaster.com