GTECH board of directors approves merger

PROVIDENCE – GTECH S.p.A.’s board of directors on Wednesday approved a previously announced merger of GTECH into Georgia Worldwide PLC (NewCo) and the repurchase of up to 16,676,505 GTECH shares.
The merger is part of a broader transaction in which GTECH will acquire International Game Technology of Las Vegas. NewCo’s board of directors also approved the merger.
In the merger, GTECH shareholders will receive one ordinary share in NewCo for each GTECH share they hold.
The merger is subject to conditions, including the listing of NewCo shares on the New York Stock Exchange and receipt of required antitrust and gaming clearances.
GTECH shareholders who are not in favor of the merger will be entitled to exercise their withdrawal rights within the timeframe and in the manner prescribed by Italian law. The effectiveness of any withdrawal is subject to the merger’s completion.
Assuming no withdrawal rights are exercised, it is expected that GTECH shareholders will own 100 percent of NewCo immediately following the merger but prior to the International Game Technology portion of the transaction. Upon completion of the International Game Technology portion of the transaction, current shareholders of IGT and GTECH will hold approximately 20 percent and 80 percent, respectively, of NewCo’s ordinary shares.
NewCo will become the parent holding company for GTECH and IGT, and will be based in London. The group will have operating headquarters in Las Vegas, Providence and Rome. GTECH Americas, headquartered in Providence, employs more than 1,000 people in Rhode Island.
To encourage long-term share ownership, as previously announced, NewCo will adopt a loyalty share program offering all NewCo shareholders (at the transaction’s closing and thereafter) that hold their NewCo ordinary shares continuously for at least three years, enhanced voting rights.
The board has mandated the chairman to convene an “extraordinary meeting” of GTECH shareholders to approve the merger.
Following shareholder approval on May 8, the board approved a new share repurchase program for up to 16,676,505 shares equivalent to approximately 9.5 percent of GTECH’s share capital designed to ensure regular trading of GTECH shares, pending the acquisition of IGT. This allows for purchases on the open market commencing on the date of the shareholders’ extraordinary meeting call, through the end of GTECH shareholders withdrawal right exercising period.
The maximum number of shares that can be purchased on any given trading day cannot exceed 25 percent of the average daily trading volume of GTECH shares on the “Mercato Telematico Azionario” (Italian Stock Exchange) during the 20 days preceding the purchase date.
As of Wednesday, GTECH holds 1,782,426 of its shares, amounting to 1.02 percent of its share capital. No subsidiary of the company holds GTECH shares.

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