IGT, GTECH Amend Merger Deal - Quick Facts

(RTTNews) - Slot-machine maker International Game Technology (IGT) and GTECH S.p.A. on Tuesday amended their merger deal that was agreed upon in July. The amendment reflects the intent of improving the timing and certainty of the deal's closure in the interests of companies and shareholders, the companies said.

The amendment relieves IGT of additional regulatory and disclosure requirements, which were expected to delay the completion of the deal. The amendment also reflects a reduced number of required approvals from gaming regulators as a condition precedent to closing.

While the aggregate amount of stock and cash to be paid to IGT shareholders has remained unchanged, the amendment eliminates the mechanism for IGT shareholders to elect all-stock, all-cash consideration, or a mixed election, subject to proration.

Upon completion of the merger, all IGT shareholders will receive the mixed consideration described in the merger agreement. As previously disclosed, this consists of a combination of $13.69 in cash plus a number of ordinary shares of a newly formed U.K. holding company (NewCo) equal to $4.56 divided by a calculation of the dollar value of GTECH shares prior to the transaction closing, subject to adjustments and limitations set forth in the merger agreement.

In July, IGT agreed to be acquired by Italian lottery operator GTECH S.p.A. for $6.4 billion. The deal comprises $4.7 billion in cash and stock and the assumption of $1.7 billion in net debt.

The deal is expected to create the world's leading end-to-end gaming company, which will be uniquely positioned to capitalize on opportunities in global gaming market segments.

The merger drives competitive scale across multiple businesses, geographies and product lines. It is expected to achieve over $280 million in synergies.