SAN DIEGO and LAS VEGAS, July 24,
2014 /PRNewswire/ -- Shareholder rights attorneys at Robbins
Arroyo LLP are investigating the proposed acquisition of
International Game Technology (NYSE: IGT) by GTECH S.p.A. (MIL:
GTK). On July 16, 2014, IGT
announced the signing of a definitive merger agreement pursuant to
which GTECH will acquire IGT. Under the terms of the
agreement, IGT shareholders will receive $13.69 in cash and 0.1819 ordinary shares of
stock in the combined company, for a total consideration of
$18.25 per share. Following the
closing of the transaction, GTECH shareholders will own
approximately 80% of the combined company and IGT shareholders will
own approximately 20%.
Is the Proposed Acquisition Best for IGT and Its
Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board
of directors at IGT is undertaking a fair process to obtain maximum
value and adequately compensate IGT shareholders.
As an initial matter, the $18.25
merger consideration represents a premium of just 17.7% based on
IGT's closing price on July 15,
2014. This premium is significantly below the average one-day
premium of over 28% for comparable transactions in the past three
years. Further, IGT has traded above the merger consideration
of $18.25 as recently as September 19, 2013, when it reached a high of
$21.20 and closed at $21.11 on the same day.
On April 22, 2014, IGT released
its second quarter of 2014 earnings highlighted by its success in
beating analyst estimates for comparable adjusted earnings per
share, adjusted net income, and sales. For the quarter, the
company reported that its social gaming revenues increased 27% to
$69 million; average bookings per
daily active user ("DAU") grew 16% to $0.43; average amount of DAU was 1.8 million, an
increase of 5% over the prior year quarter; and average bookings
per DAU were $0.43, an increase of
16% over the same quarter last year. In announcing the
quarterly results, IGT's CEO, Patti S.
Hart, stated, "During the quarter, we took decisive action
to reduce IGT's cost structure and position the company for
long-term earnings growth.… Looking forward, we are confident that
we will be able to leverage our leaner cost structure, substantial
R&D investments and premium brands to drive shareholder
value."
In addition, upon the closing of the transaction, the initial
board of directors of the combined company will consist of five
directors to be appointed by IGT from IGT's existing board of
directors, including Philip G.
Satre, IGT's Chairman, and Patti S.
Hart, IGT's CEO, who will serve as Chairman of the new
company and a Vice-Chairman, respectively.
In light of these facts, Robbins Arroyo LLP is examining IGT's
board of directors' decision to merge the company now rather than
allow shareholders to continue to participate in the company's
continued success and future growth prospects.
IGT shareholders have the option to file a class action lawsuit
to ensure the board of directors obtains the best possible price
for shareholders and the disclosure of material information.
IGT shareholders interested in information about their rights and
potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003,
ddonahue@robbinsarroyo.com, or via the shareholder information form
on the firm's website.
Robbins Arroyo LLP is a nationally recognized leader in
securities litigation and shareholder rights law. The law
firm represents individual and institutional investors in
shareholder derivative and securities class action lawsuits, and
has helped its clients realize more than $1
billion of value for themselves and the companies in which
they have invested.
Attorney Advertising. Past results do not guarantee a
similar outcome.
Contact:
Darnell R. Donahue
Robbins Arroyo LLP
ddonahue@robbinsarroyo.com
(619) 525-3990 or Toll Free (800) 350-6003
www.robbinsarroyo.com
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SOURCE Robbins Arroyo LLP