Lottomatica SpA (MIL: LTO) of Rome and GTECH Holdings Corp. of West Greenwich announced Aug. 29 that all conditions in their merger agreement had been satisfied and Lottomatica has completed its long-awaited acquisition of GTECH.
GTECH common stock will cease trading on the New York Stock Exchange, the companies said. Former GTECH stockholders with stock certificates will receive notice in the mail of how to surrender their shares for the merger consideration. Those whose shares were held through banks or brokers will receive information about their holdings from those institutions, the companies’ statement said.
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Lottomatica paid $35 per share, in cash, for a total equity consideration of approximately $4.7 billion, on a fully diluted basis.
“The combination of Lottomatica, the exclusive license holder and operator of Italy’s Lotto, one of the world’s largest lotteries, and GTECH, a leading gaming and technology services company, creates one of the world’s leading gaming solutions providers,” the companies said, “with significant global market presence and the broadest portfolio of lottery technology, services, and content solutions.”
The combined company has about 6,300 employees worldwide, and operates in more than 50 nations.
W. Bruce Turner, GTECH’s president and CEO, said in the joint statement: “We are pleased to complete this exciting transaction. By combining the two entities, we have created a vertically-integrated gaming operations and technology solutions company with comprehensive product offerings, superior client service, unsurpassed operations experience and capabilities and considerable financial strength. Since announcing the transaction in January we have spent a great deal of time in talking with our clients and shareholders, and we are gratified by the support we have received.”
Lorenzo Pellicioli, Lottomatica’s chairman, said: “The acquisition of GTECH represents a fundamental step forward for our company which, with its new structure, will be able to compete on a worldwide basis and obtain important results.
“Now, we must meet challenges ever more ambitious, but we have all the necessary capabilities to create value for the company and its shareholders.”
Lottomatica’s financial advisor for the merger is Credit Suisse First Boston (Europe) Ltd.; its legal counsels are Dewey Ballantine LLP, Saiber Schlesinger Satz & Goldstein LLC and Bonelli Erede Pappalardo. GTECH’s financial advisor is Citigroup Global Markets; its legal counsels are Cravath, Swaine & Moore LLP and Edwards Angell Palmer and Dodge LLC.
