Dec 27 (Reuters) - Gateway Casinos And Entertainment Ltd GTCSE.UL :
* GATEWAY CASINOS & ENTERTAINMENT LIMITED AND LEISURE ACQUISITION CORP. TO COMBINE IN TRANSACTION VALUED AT US$1.1 BILLION (C$1.5 BILLION)
* LEISURE WILL MERGE INTO A WHOLLY-OWNED SUBSIDIARY OF GTWY
* HG VORA CAPITAL MANAGEMENT AFFILIATES SUPPORTING TRANSACTION THROUGH $30 MILLION EQUITY COMMITMENT
* GATEWAY CASINOS AND ENTERTAINMENT-MARC FALCONE, LONG-TIME GAMING INDUSTRY OPERATOR AND INVESTOR, TO JOIN GATEWAY AS PRESIDENT AND CEO
* UPON FALCONE'S APPOINTMENT BECOMING EFFECTIVE, TONY SANTO, GATEWAY'S CURRENT CEO, WILL RETIRE FROM CO
* GATEWAY CASINOS AND ENTERTAINMENT- WARRANTS TO PURCHASE LEISURE SHARES TO BE CONVERTED INTO WARRANTS TO PURCHASE SHARES OF GTWY AT $11.50/SHARE
* GATEWAY CASINOS AND ENTERTAINMENT - EXISTING GTWY SHAREHOLDERS ARE EXPECTED TO REMAIN, ALTOGETHER, LARGEST SHAREHOLDERS OF COMBINED COMPANY
* TRANSACTION HAS BEEN UNANIMOUSLY APPROVED BY BOARDS OF DIRECTORS OF BOTH LEISURE AND GTWY
* MORGAN STANLEY & CO. LLC. ACTED AS M&A ADVISOR TO GATEWAY
* CREDIT SUISSE ACTED AS M&A ADVISOR TO LEISURE