Merger of GTECH into Georgia worldwide approved

(US).- GTECH announced that the extraordinary shareholders’ meeting, held yesterday on single call, approved the cross-border merger of GTECH into its subsidiary organized under the laws of England and Wales, Georgia Worldwide.

2014-11-05

United States

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(US).- GTECH announced that the extraordinary shareholders’ meeting, held yesterday on single call, approved the cross-border merger of GTECH into its subsidiary organized under the laws of England and Wales, Georgia Worldwide.

The Merger is part of a broader transaction whereby GTECH will acquire International Game Technology. Upon completion of the transaction, which is subject to the conditions precedent provided for in the Agreement and Plan of Merger entered into on July 15, 2014 as amended on NewCo will become the parent holding company for the combined operations of GTECH and IGT, with its registered office in London and operating headquarters in Rome, Las Vegas, and Providence.

NewCo’s ordinary shares will be listed on the New York Stock Exchange. Subject to fulfillment (or waiver, if applicable) of the conditions precedent provided for in the cross-border merger terms, including the completion of the acquisition of IGT, at the Merger effective date

GTECH will be absorbed into NewCo and GTECH shareholders will receive one NewCo ordinary share for each GTECH share. GTECH shareholders who did not vote in favor of the Merger at the extraordinary shareholders’ meeting held today will be entitled to exercise their statutory right of withdrawal within 15 days after the registration of the resolution with the Companies’ Register of Rome.

A notice concerning such registration will promptly be published on GTECH’s website and on “Il Sole 24Ore”. The liquidation value per GTECH share to be paid to shareholders validly exercising their statutory right of withdrawal is equal to 19.174 euros, as determined in accordance with Article 2437, paragraph 3, of the Italian Civil Code.

The right of withdrawal is subject to the condition precedent that the High Court of England and Wales makes its order approving the completion of the Merger and fixes the Merger effective date, and such order has not been canceled or withdrawn.

The Merger is subject, among other things, to the condition precedent that GTECH has not terminated the Merger Agreement following the exercise of the statutory right of withdrawal by GTECH shareholders representing over 20% of GTECH shares outstanding at the date of signing of the Merger Agreement, as provided by the Merger Agreement.

Finally, the court-convened shareholders’ meeting of NewCo to approve the Merger will be held on December 15, 2014.