IGT and GTECH edit key components of merger deal

Upon completion of the merger, all IGT shareholders will receive USD 13.69 in cash plus 0.1819 shares (subject to adjustment) of newly formed U.K. holding company NewCo, for each share of IGT common stock. The amendment also reflects a reduced number of required approvals from gaming regulators as a condition precedent to closing.  

Additionally, De Agostini., the majority GTECH shareholder, will continue to have the right to select seven members to the 13-member combined company board, but the amendment reduces the number of those directors who meet the independence standards of the New York Stock Exchange from four to three.

GTECH and IGT entered into the amendment with the overall intent of improving the timing and certainty of completion of the transaction in the interests of both companies and their shareholders. In particular, providing IGT shareholders with the aforementioned election mechanism would have had the effect of imposing additional regulatory and disclosure requirements that would have made the transaction process unduly complex and burdensome and caused delays to its completion timetable.

The amendment and additional detail regarding the amendment are available at www.sec.gov