GTECH announces notes offerings for IGT acquisition

The offering will be conducted through a special purpose vehicle issuer, Cleopatra Finance Limited, which will place the proceeds from the notes offerings into escrow, pending the consummation of the acquisition of IGT. GTECH will merge into Georgia Worldwide in connection with the acquisition of IGT and will be listed on the New York Stock Exchange. At such time, Georgia Worldwide will become the issuer of the notes and will use the proceeds from the offerings to pay cash consideration for the acquisition of IGT, acquisition-related costs and to refinance certain existing indebtedness of GTECH and IGT. It is currently anticipated that the notes will be denominated in dollars (approximately US$ 3.5 billion) and euros (approximately €1.25 billion). An application has been made to list the notes on the Irish Stock Exchange.

The notes are not, and will not be, registered under the Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold in the United States without registration under the Securities Act or pursuant to an applicable exemption from such registration.

The notes are being offered to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act.