Of entire issued and to-be-issued share capital

Gtech to make an offer to acquire Probability

2014-02-18
Reading time 2:02 min
(Italy / UK).- Gtech has announced that its wholly-owned subsidiary, Gtech UK Interactive, has reached an agreement with the UK-listed Probability on the terms of a recommended cash acquisition of the firm’s entire issued and to-be-issued share capital of Probability. The acquisition, at 0,83 USD per Probability share, values the fully diluted share capital of Probability at approximately 29,22 USD. The acquisition is expected to be completed by mid-2014.

Probability is a mobile gaming solutions company that will provide Gtech with immediate access to a mobile solution in slots and table games, as well as enhance player acquisition and retention experience. Probability’s proprietary Slot‐O‐Matic technology allows the automatic translation of gaming content across multiple mobile operating systems. Probability has established an industry-leading capability to quickly create and bring to market games which will work in multiple devices in numerous regulated jurisdictions.


 “This acquisition is a significant step in Gtech’s ongoing efforts to meet the mobile gaming needs of our World Lottery Association (WLA) and commercial customers,” said Gtech. President of Products & Services Renato Ascoli. “Probability does not have a WLA presence and its products complement Gtech’s mobile product offering. The combination will generate operational synergies, primarily in R&D and games development. Technical integration and the resulting impact on time-to-market for Probability’s solutions is expected to progress rapidly as Gtech is a current customer in Italy and, as such, is integrated into Probability’s platform.”


“Having recognized the significance that mobile would play in the gaming sector earlier than most in the industry, Probability has invested the time and capital into technology and developed a deep understanding of mobile gaming dynamics,” said Probability CEO Charles Cohen.  “We enter into this transaction with the expectation that our combined knowledge and resources will drive future growth in mobile gaming for our customers.”


 Probability has developed a catalog of more than 30 games compatible with over 3,500 mobile devices, including tablets, and serves 800‐1,000 different devices a day. High‐Definition (HD) gaming is part of its current portfolio and being delivered as a way to enhance the customer experience.
 Moreover, Probability has demonstrated its ability to offer its technology in all traditional gambling business models including B2C, B2B partner‐managed, and B2B Probability‐managed “white‐label” in multiple regulated jurisdictions.


 With a highly-skilled team of approximately 45 employees, Probability was founded in 2004, and listed on the AIM – London Stock Exchange in 2006. It is currently licensed in several jurisdictions including Italy, Gibraltar, and the UK, and is in the process of developing U.S.‐ready systems.
 Probability’s net gaming revenues for the first six months of its fiscal year 2014 (the six-month period ended September 30, 2013) were us$ 6 million. As of September 30, it had a net cash position of us$ 2.8 million.


The acquisition, which will be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006 and is subject to certain regulatory approvals, is expected to be completed by mid 2014. Fabio Celadon, Senior Vice President of Strategy & Corporate Development, led the acquisition team for Gtech.

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