LONDON, May 21, 2018 /PRNewswire/ -- International Game
Technology PLC ("IGT") (NYSE:IGT) has been advised that IGT's
majority shareholder, De Agostini S.p.A. ("De Agostini"), proposes
to enter into a variable forward transaction (the "Forward
Transaction") with Credit Suisse International ("Credit Suisse")
relating to up to 18,000,000 IGT ordinary shares.
IGT is not a party to the Forward Transaction, which is
described in greater detail below and in the related prospectus
supplement, and is not issuing or selling any IGT ordinary shares
in connection with the Forward Transaction. As such, IGT will not
receive any proceeds from the sale of the IGT ordinary shares in
the Forward Transaction. There is no impact to IGT's income
statement, balance sheet, cash flows, share count, or dividends as
a result of the Forward Transaction.
Lorenzo Pellicioli, CEO of De Agostini, stated: "With the
Forward Transaction, De Agostini's objective is to rebalance the
profile of its portfolio of assets. We remain fully committed to
continue supporting IGT's long-term development. In this context,
for the foreseeable future, it is our intention to remain IGT's
controlling shareholder and we are not contemplating any additional
transaction involving IGT shares."
IGT has also been advised that, to hedge the exposure under the
Forward Transaction, Credit Suisse or its affiliates will borrow
approximately 13,200,000 IGT ordinary shares from third-party stock
lenders and will sell such IGT ordinary shares in an underwritten
public offering through Credit Suisse Securities (USA) LLC, acting as the underwriter, pursuant
to an automatically effective registration statement on Form F-3
(including a base prospectus) that has been filed by IGT with the
U.S. Securities and Exchange Commission (the "SEC").
IGT has also been advised that Credit Suisse or its affiliates
will borrow an additional, approximately 4,800,000 IGT ordinary
shares from third-party stock lenders and that Credit Suisse or its
affiliates expect to sell these additional IGT ordinary shares,
from time to time after the offering, in block sales, on the NYSE,
in the over-the-counter market or in negotiated transactions. These
additional IGT ordinary shares will not be included in the public
offering described above. IGT has been advised by Credit Suisse
that it expects that, over the period during which it sells these
additional IGT ordinary shares, Credit Suisse or its affiliates
will purchase an approximately equal number of IGT ordinary shares
in the open market.
Description of the Forward Transaction
The Forward Transaction has economic characteristics similar to
a collar with respect to the underlying IGT ordinary shares (i.e.,
it effectively consists of De Agostini purchasing a put option with
a certain strike price and simultaneously selling a call option
with a higher strike price). The Forward Transaction provides
De Agostini with a pre-defined minimum value for the underlying IGT
ordinary shares while retaining any meaningful benefits from any
appreciation in the value of the underlying IGT ordinary shares.
The Forward Transaction is divided into multiple tranches that
are scheduled to mature over a period commencing on or about four
years from May 2018. The Forward
Transaction will be settled for any tranche at De Agostini's
election either (i) in cash (in which case De Agostini will retain
the underlying IGT ordinary shares), or (ii) by physical delivery
of IGT ordinary shares, if certain gaming-related conditions and
other conditions are met. De Agostini has agreed that it will not,
prior to the satisfaction during the first year of certain
collateral requirements, sell, pledge, or otherwise transfer any of
its IGT ordinary shares.
In connection with the Forward Transaction, and subject to
satisfying certain conditions, including the pledge of the
18,000,000 IGT ordinary shares to Credit Suisse, De Agostini may
elect to obtain a prepayment from Credit Suisse in an
amount based on the put option strike price at maturity.
Following such prepayment, the Forward Transaction will have
economic characteristics similar to a collar together with a loan.
De Agostini has indicated to IGT that the proceeds of any
prepayment may be used by De Agostini for investments and general
corporate purposes. De Agostini will retain the right to vote
the pledged IGT ordinary shares (but will lose the right
to direct the voting of any related special voting shares).
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein,
nor shall there be any offer or sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About IGT
IGT (NYSE:IGT) is the global leader in gaming. We enable players
to experience their favorite games across all channels and
regulated segments, from Gaming Machines and Lotteries to
Interactive and Social Gaming. Leveraging a wealth of premium
content, substantial investment in innovation, in-depth customer
intelligence, operational expertise and leading-edge technology,
our gaming solutions anticipate the demands of consumers wherever
they decide to play. We have a well-established local presence and
relationships with governments and regulators in more than 100
countries around the world, and create value by adhering to the
highest standards of service, integrity, and responsibility. IGT
has over 12,000 employees.
Cautionary Statement Regarding Forward-Looking
Statements
This news release may contain forward-looking statements
(including within the meaning of the Private Securities Litigation
Reform Act of 1995) concerning International Game Technology PLC
and its consolidated subsidiaries (the "Company") and other
matters. These statements may discuss goals, intentions, and
expectations as to future plans, trends, events, dividends, results
of operations, or financial condition, or otherwise, based on
current beliefs of the management of the Company 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 speak only as
of the date on which such statements are made and are subject to
various risks and uncertainties, many of which are outside the
Company's 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) the
factors and risks described in the Company's annual report on Form
20-F for the financial year ended December
31, 2017 and other documents filed from time to time with
the SEC, which are available on the SEC's website at www.sec.gov
and on the investor relations section of the Company's website at
www.IGT.com. Except as required under applicable law, the Company
does not assume any obligation to update these forward-looking
statements. You should carefully consider these factors and other
risks and uncertainties that affect the Company's business. All
forward-looking statements contained in this news release are
qualified in their entirety by this cautionary statement. All
subsequent written or oral forward-looking statements attributable
to International Game Technology PLC, or persons acting on its
behalf, are expressly qualified in its entirety by this cautionary
statement.
Contact:
Robert K.
Vincent, Corporate Communications, toll free in
U.S./Canada +1 (844) IGT-7452;
outside U.S./Canada +1 (401)
392-7452
James Hurley, Investor Relations, +1
(401) 392-7190
Simone Cantagallo, +39 06 51899030;
for Italian media inquiries
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SOURCE International Game Technology PLC