ROME and PROVIDENCE, R.I., April 1, 2015
/PRNewswire/ -- GTECH S.p.A. ("GTECH") announced today
that all conditions precedent to the completion of the cross-border
merger of GTECH with and into its U.K. subsidiary International
Game Technology PLC (the "Merger") have been satisfied. The
Merger will become effective at 12:01 a.m.
GMT on Tuesday, 7 April 2015,
and immediately thereafter the acquisition of U.S.-based
International Game Technology will be completed. On such date,
GTECH shares held by GTECH shareholders will be exchanged on a
one-for-one basis for shares in International Game Technology PLC,
and shares of International Game Technology will be exchanged for a
cash payment and shares in International Game Technology PLC on the
basis of the exchange ratio.
The shares of International Game Technology PLC (Ticker Symbol:
IGT; ISIN code GB00BVG7F061) will commence trading on the New York
Stock Exchange (NYSE) on 7 April
2015.
The last day of trading of GTECH shares on the Mercato
Telematico Azionario organized and managed by Borsa Italiana
(Italian Stock Exchange) will be Thursday, 2
April 2015. Therefore, the record date for final settlement
of GTECH shares will be 8 April
2015.
Upon the Merger becoming effective, International Game
Technology PLC shares will be centralized in the CSD (Central
Securities Depository) The Depository Trust & Clearing
Corp. ("DTCC") and credited in lieu of GTECH shares
(based on the balance of accounts as at the record date) initially
via Computershare Trust Co. N.A. or, in relation to the shares for
which the DTC Election has been exercised (designated by the
specific code ICMTE0000019), via the respective intermediary
participating in the clearing system managed by DTCC.
Settlement of cash exit rights
The 19,796,852 GTECH shares for which entitled shareholders
exercised cash exit rights in relation to the Merger will be
settled on 2 April 2015, at the cash
exit price of Euro 19.174 per share.
The cash exit price will be credited to entitled shareholders via
the respective Monte Titoli intermediary.
Payment for the 62,607 cash exit shares (out of the above)
purchased by other GTECH shareholders in the pre-emptive offer
pursuant to Article 2437-quater, of the Italian Civil Code,
ended on 9 January 2015, will take
place via the intermediary through which the subscription form was
submitted by the purchaser and to which notification of assignment
has already been communicated by GTECH. Purchasers of shares in the
context of the pre-emptive offer will receive ordinary shares of
International Game Technology PLC on the basis of the
above-mentioned exchange ratio and the interim dividend equal to
Euro 0.75 per share resolved by
GTECH's Board of Directors on 17 December
2014.
The residual 19,734,245 cash exit shares will be purchased by
GTECH pursuant to Article 2437-quater, para. 5, of the
Italian Civil Code and cancelled in the context of the Merger,
together with the 2,183,503 treasury shares already held by
GTECH.
Related news releases: July 16;
September 23; October 1 and 4; November
4, 10, and 12; December 2, 10
and 17, 2014; January 13, 30 and 31;
February 10, 11, 16, and 26;
March 9 and 16, 2015.
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain forward-looking statements
(including within the meaning of the Private Securities Litigation
Reform Act of 1995) concerning GTECH, as well as concerning the
proposed transaction with IGT and International Game Technology PLC
("NewCo") 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 GTECH, NewCo and IGT 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. These forward-looking statements are
subject to various risks and uncertainties, many of which are
outside the parties' control. 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 the forward-looking statements and from
past results, performance or achievements. 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 satisfy closing conditions to the proposed transactions with IGT
and NewCo; 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 GTECH's
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 IGT's 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.
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 NewCo, or persons acting on their 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.
Important Information for Investors and Shareholders
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, and
applicable European regulations. Subject to certain exceptions to
be approved by the relevant regulators or certain facts to be
ascertained, the public offer will not be made directly or
indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use
of the mails or by any means or instrumentality (including without
limitation, facsimile transmission, telephone and the internet) of
interstate or foreign commerce, or any facility of a national
securities exchange, of any such jurisdiction. NewCo has filed with
the SEC a registration statement on Form F-4, which was
declared effective on 2 January 2015 (file number 333-199096),
which includes the proxy statement of IGT that also constitutes a
prospectus of NewCo (the "proxy statement/prospectus"). The
registration statement on Form F-4 is available at www.sec.gov
under the name "International Game Technology PLC". INVESTORS AND
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND
OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR
ENTIRETY CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
IGT, GTECH, NEWCO, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and shareholders are able to obtain free copies of the
proxy statement/prospectus and other documents filed with the SEC
by the parties through the website maintained by the SEC at
www.sec.gov. In addition, investors and shareholders are able to
obtain free copies of the proxy statement/prospectus and other
documents filed with the SEC by the parties by contacting Investor
Relations, IGT (for documents filed with the SEC by IGT) or
Investor Relations, GTECH (for documents filed with the SEC by
NewCo).
Italian CONSOB Regulation No. 17221
Pursuant to Article 6 of the CONSOB Regulation no. 17221 of
March 12, 2010 (as amended, the
"CONSOB Regulation"), NewCo is a related party of GTECH,
being a subsidiary of GTECH. The merger agreement providing for the
GTECH-NewCo merger – which exceeds the thresholds for "significant
transactions" pursuant to the Regulation – was approved unanimously
by the GTECH board of directors.
The merger agreement and the GTECH-NewCo merger are subject to
the exemption set forth in Article14 of the CONSOB Regulation and
Article 3.2 of the "Disposizioni in materia di operazioni con
parti correlate" ("Procedures for transactions with related
parties") adopted by GTECH on July 31,
2014 and published on its website (www.gtech.com). Pursuant
to this exemption, GTECH will not publish an information document
(documento informativo) for related party transactions as
provided by Article 5 of the CONSOB Regulation. In connection with
the meeting of GTECH shareholders on November 4, 2014 to approve the GTECH-NewCo
merger, GTECH has published an information document pursuant to
Article 70, paragraph 6, of the CONSOB Regulation on Issuers
(CONSOB Regulation no. 11971 of May 24,
1999, as amended), in accordance with applicable terms.
Participants in the Distribution
IGT, GTECH and NewCo and their respective directors, executive
officers and certain other member of management and employees may
be deemed to be participants in the solicitation of proxies from
the shareholders of IGT in respect of the proposed transactions
contemplated by the proxy statement/prospectus. Information
regarding the persons who may, under the rules of the SEC, be
participants in the solicitation of the shareholders of IGT in
connection with the proposed transactions, including a description
of their direct or indirect interests, by security holdings or
otherwise, are set forth in the proxy statement/prospectus
filed with the SEC. Information regarding IGT's directors and
executive officers is contained in IGT's Annual Report on
Form 10-K for the year ended 27 September 2014 and its
Proxy Statement on Schedule 14A, dated 24 January 2014, which
are filed with the SEC.
GTECH S.p.A. is a leading commercial operator and provider of
technology in the regulated worldwide gaming markets, delivering
best-in-class products and services, with a commitment to the
highest levels of integrity, responsibility, and shareholder value
creation. The Company is listed on the FTSE MIB at the Italian
Stock Exchange under the trading symbol "GTK" and is majority owned
by De Agostini S.p.A. In 2014, GTECH had approximately €3.1 billion
in revenues and 8,800 employees with operations in approximately
100 countries on six continents. For more information, please
visit www.gtech.com.
For further
information:
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Robert K. Vincent
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Simone
Cantagallo
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GTECH S.p.A.
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GTECH
S.p.A.
|
Corporate Communications
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Media
Communications
|
T.
(+1) 401 392 7452
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T. (+39) 06
51899030
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This news release and those archived are available at
www.gtech.com
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/all-conditions-precedent-to-the-cross-border-merger-of-gtech-spa-with-and-into-international-game-technology-plc-satisfied-300059390.html
SOURCE GTECH S.p.A.