GTech and IGT sign merger agreement

The Italian lottery and online gambling content provider GTech SpA has announced that it has reached an acquisition agreement with US casino equipment and games supplier International Game Technology, ending weeks of industry speculation that such a deal was being negotiated.

GTech will pay $4.7 billion in cash and stock for the acquisition, but including the assumption of $1.7 billion in IGT debt, the cost to GTech is nearer $6.4 billion.

IGT shareholders will receive a total of $18.25 per share in a combination of $13.69 in cash and 0.1819 ordinary share of the new company, representing an 18 percent premium to IGT’s closing price on Tuesday.

Morgan Stanley was hired to explore a sale in a gaming industry where consolidation continues to combat slowing growth.

A statement from the companies revealed Wednesday that IGT and GTech will combine under a newly formed holding company (NewCo), which will be based in the United Kingdom.

The new company will apply for listing solely on the New York Stock Exchange and is to maintain operating headquarters in each of Las Vegas, Providence and Rome. IGT’s shares will cease trading on the NYSE and GTech’s shares will cease trading on the Borsa Italiana.

It is expected that NewCo will continue under the name GTech plc.

“With limited overlap in products and customers, the combined company will enjoy leading positions across all segments of the gaming landscape,” said GTech CEO Marco Sala, who will become the chief executive of the new company.

A statement from IGT said that the merger drives competitive scale across multiple businesses, geographies and product lines and is expected to achieve over $280 million in synergies.

The combined entity would have over $6 billion in revenues and over $2 billion in EBITDA based on the last twelve trailing months as of March 31, 2014, assuming a USD/EUR exchange rate of 1.36.1

Patti Hart, IGT CEO, said: “This outstanding combination of two global leaders redefines the future of the gaming industry. Together we are uniquely positioned to provide the industry’s broadest and most innovative portfolio of best-in-class products, solutions and services.

“This strategic agreement positions us to further transform the industry while providing meaningful benefit and value to our customers, our employees and our shareholders.”

The initial board of directors of NewCo will be comprised of 13 directors including Marco Sala, who will serve as the CEO of NewCo; five directors to be appointed by IGT from IGT’s existing board of directors, including Phil Satre, IGT’s chairman, who will serve as chairman of NewCo; Patti Hart, IGT’s current CEO, who will serve as a vice-chairman, and seven directors to be appointed by GTech, at least of four of whom will be independent and one of whom will serve as a vice-chairman.

GTech said it expects to finance the cash portion of the deal through a combination of cash on hand and new financing. The company has received binding commitments of $10.7 billion from Credit Suisse, Barclays and Citigroup to finance the deal.

De Agostini S.p.A. and its subsidiary DeA Partecipazioni S.p.A., holding in the aggregate approximately 59 percent of GTech’s outstanding shares, have entered into a support agreement with IGT pursuant to which they have agreed to vote in favour of the transaction.

As a result of the transaction, it is anticipated that existing IGT and GTech shareholders will own approximately 20 percent and 80 percent, respectively, of NewCo ordinary shares and De Agostini is expected to hold approximately 47 percent of NewCo’s outstanding ordinary shares.

The transaction is currently expected to complete in the first or second quarter of 2015.