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Inspired Entertainment, Inc. Proxy Solicitation & Information Statement 2016

Nov 23, 2016

33520_rns_2016-11-23_659478ac-dcd3-4686-ad16-4eb994dd70d8.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 v453773_defa14a.htm DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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SCHEDULE 14A

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(Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Under Rule 14a-12

HYDRA INDUSTRIES ACQUISITION CORP. (Name of Registrant as Specified in Its Charter)

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

| (1) | Title of each class of securities to which transaction applies:
Common stock, $0.0001 par value per share, of Hydra Industries Acquisition Corp. |
| --- | --- |
| (2) | Aggregate number of securities to which transaction applies:
Up to 12,600,000 shares of Hydra Industries Acquisition Corp. common stock |
| (3) | Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined): $10.00 |
| (4) | Proposed maximum aggregate value of transaction: $131,476,000
(includes $53,200,000 of estimated cash consideration) |
| (5) | Total fee paid: $13,240 |

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

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Hydra Industries Acquisition Corp. Announces Meeting Date for Special Meeting of Stockholders to Approve Business Combination with Inspired Gaming Group

NEW YORK, November 23, 2016 /PRNewswire/

Hydra Industries Acquisition Corp. ("Hydra" or the "Company") (NASDAQ: HDRA, HDRAU, HDRAW, HDRAR), a special purpose acquisition company formed for the purpose of effecting a merger, acquisition or similar business combination, announced today that its special meeting of stockholders to approve its previously announced business combination with Inspired Gaming Group (“Inspired”), a global gaming technology company headquartered in London, has been scheduled for December 13, 2016. The Company filed its definitive proxy statement with the SEC today and stockholders of record as of the close of business on November 9, 2016 (the “Record Date”) will be entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. The full special meeting agenda is included in Hydra’s definitive proxy statement, which will be mailed to stockholders of record on or about November 23, 2016.

As disclosed in the proxy statement, Hydra intends to file an application with Nasdaq to continue listing its common stock and warrants under the tickers INSE and INSEW and, upon closing of the business combination, to change its name to Inspired Entertainment, Inc .

Additional Information About the Transaction and Where to Find It

Stockholders are urged to read the proxy statement in connection with the special meeting. Hydra's SEC filings, including the proxy statement, can be obtained without charge on the SEC's website at www.sec.gov and on Hydra's website at www.hydraspac.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include statements concerning the potential business combination. These statements are based on Hydra’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events.

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of Hydra’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in Hydra’s most recent annual report on Form 10-K and subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov and on Hydra's website at www.hydraspac.com.

About Inspired Gaming Group

Inspired is a global gaming technology company, supplying Virtual Sports, Mobile Gaming and server-based gaming systems with associated terminals and digital content to regulated betting and gaming operators around the world. Inspired currently operates more than 25,000 digital gaming terminals and supplies its Virtual Sports products in more than 30,000 venues and on over 200 websites in 30 countries. Inspired employs over 800 employees in the UK and elsewhere, developing and operating digital games and networks.

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Additional information can be found at www.inspiredgaminggroup.com

About Hydra Industries Acquisition Corp.

Hydra is a blank check company formed for the purpose of effecting a merger or other business combination with a target company. Hydra was founded by gaming industry veteran Lorne Weil and raised $80 million on October 29, 2014 in its Initial Public Offering. In addition, Macquarie Capital co-sponsored Hydra’s efforts to source acquisitions and provided a $20 million forward equity commitment which, with Hydra’s existing cash in trust, will be used to fund the proposed transaction.

Additional information can be found at www.hydraspac.com .

About Macquarie and Macquarie Capital

Macquarie Group (“Macquarie”) is a global provider of banking, financial, advisory, investment and funds management services. Macquarie's main business focus is making returns by providing a diversified range of services to clients. Macquarie acts on behalf of institutional, corporate and retail clients and counterparties around the world. Founded in 1969, Macquarie operates in more than 70 office locations in 27 countries. Macquarie employs approximately 13,800 people and has assets under management of over $377 billion (as of September 30, 2016).

Macquarie Capital comprises Macquarie Group's corporate advisory, capital markets and principal investing capabilities. Macquarie Capital's expertise spans a variety of industry sectors, including telecommunications, media, entertainment, gaming, financial institutions, industrials, energy, resources, real estate, infrastructure, utilities and renewables.

Contact:

George Peng

Chief Financial Officer

(646) 565-6940

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