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This communication contains forward-looking statements
(including within the meaning of the Private Securities Litigation Reform Act
of 1995) concerning IGT, GTECH, International Game Technology PLC (NewCo),
the proposed transactions and other matters. These statements may discuss
goals, intentions and expectations as to future plans, trends, events,
results of operations or financial condition, or otherwise, based on current
beliefs of the management of NewCo, IGT and GTECH as well as assumptions made
by, and information currently available to, such management. Forward-looking
statements may be accompanied by words such as aim, anticipate,
believe, plan, could, would, should,, "shall",
"continue", estimate, expect, forecast, future, guidance,
intend, may, will, possible, potential, predict, project or the
negative or other variations of them. Should one or more of these risks or
uncertainties materialize, or should any of the underlying assumptions prove
incorrect, actual results may differ materially from those predicted in
GTECH's forward-looking statements and from past results, performance or
achievements. These forward-looking statements are subject to various risks
and uncertainties, many of which are outside the parties control. Therefore,
you should not place undue reliance on such statements. Factors that could
cause actual results to differ materially from those in the forward-looking
statements include (but are not limited to) failure to obtain applicable
regulatory or shareholder approvals in a timely manner or otherwise; failure
to satisfy other closing conditions to the proposed transactions; risks that
the new businesses will not be integrated successfully or that the combined
companies will not realize estimated cost savings, value of certain tax
assets, synergies and growth or that such benefits may take longer to realize
than expected; failure to realize anticipated benefits of the combined
operations; risks relating to unanticipated costs of integration; reductions
in customer spending, a slowdown in customer payments and changes in customer
demand for products and services; unanticipated changes relating to competitive
factors in the industries in which the companies operate; ability to hire and
retain key personnel; the potential impact of announcement or consummation of
the proposed transactions on relationships with third parties, including
customers, employees and competitors; ability to attract new customers and
retain existing customers in the manner anticipated; reliance on and
integration of information technology systems; changes in legislation or
governmental regulations affecting the companies; international, national or
local economic, social or political conditions that could adversely affect
the companies or their customers; conditions in the credit markets; risks
associated with assumptions the parties make in connection with the parties
critical accounting estimates and legal proceedings; and the parties
international operations, which are subject to the risks of currency
fluctuations and foreign exchange controls. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors and the
other risks and uncertainties that affect the parties businesses, including
those described in NewCo's registration statement on Form F-4 and other
documents filed from time to time with the Securities and Exchange Commission
(the SEC) and those described in GTECHs annual reports, registration
documents and other documents filed from time to time with the Italian
financial market regulator (CONSOB), as well as those included in IGTs
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. Except as required under applicable law, the parties do
not assume any obligation to update these forward-looking statements. Nothing
in this announcement is intended, or is to be construed, as a profit forecast
or to be interpreted to mean that earnings per GTECH share or IGT share for
the current or any future financial years or those of the combined group,
will necessarily match or exceed the historical published earnings per GTECH
share or IGT share, as applicable. All forward-looking statements contained
in this communication are qualified in their entirety by this cautionary
statement. All subsequent written or oral forward-looking statements
attributable to GTECH, or persons acting on its behalf, are expressly
qualified in its entirety by the cautionary statements contained throughout
this communication. As a result of these risks, uncertainties and
assumptions, you should not place undue reliance on these forward-looking
statements. Cautionary Statement Regarding Forward-Looking Statements
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