EX-99
2
ex-99.htm
PRESS RELEASE DATED AUGUST 29, 2006
Press release dated August 29, 2006
Exhibit
99
For
Immediate
Release
Contact:
August
29, 2006
Lottomatica
(Italy)
Mario
Pellegatta
Matteo
Cidda
Ad
Hoc
Communications
39-027-606-741
Lottomatica
(U.S.)
Mark
Semer or
Jeremy
Fielding
Kekst
and Company
1-212-521-4800
GTECH
Robert
K. Vincent
Public
Affairs
1-401-392-7452
LOTTOMATICA
S.P.A. COMPLETES ACQUISITION
OF
GTECH HOLDINGS
CORPORATION
ROME,
ITALY and WEST GREENWICH, RHODE ISLAND, USA - (August 29, 2006) - Lottomatica
S.p.A. (MIL: LTO) and GTECH Holdings Corporation today announced that all
the
conditions in the merger agreement were satisfied and Lottomatica has completed
its previously announced acquisition of GTECH. The amount paid is equal to
$35.00 per share, in cash, for a total equity consideration of approximately
$4.7 billion on a fully diluted basis. The common stock of GTECH will cease
trading on the New York Stock Exchange as a result of the completion of the
acquisition.
The
combination of Lottomatica, the exclusive license holder and operator of
Italy's
Lotto, one of the world's largest lotteries, and GTECH, a leading gaming and
technology services company, creates one of the world's leading gaming solutions
providers, with significant global market presence and the broadest portfolio
of
lottery technology, services, and content solutions. The combined company
has
operations in over 50 countries worldwide and approximately 6,300
employees.
W.
Bruce Turner, President and Chief Executive Officer of GTECH, said:
"We
are
pleased to complete this exciting transaction. By combining the two entities,
we
have created a vertically-integrated gaming operations and technology solutions
company with comprehensive product offerings, superior client service,
unsurpassed operations experience and capabilities and considerable financial
strength. Since announcing the transaction in January we have spent a great
deal
of time in talking with our clients and shareholders, and we are gratified
by
the support we have received".
Lorenzo
Pellicioli,
Chairman of Lottomatica, stated: "
The
acquisition
of GTECH
represents a fundamental step forward for our company which, with its new
structure, will be able to compete on a worldwide basis and obtain important
results. Now - added
Pellicioli
- we must meet
challenges ever more ambitious, but we have all the necessary capabilities
to
create value for the company and its shareholders".
Marco
Drago, Chairman of De Agostini, controlling shareholder of Lottomatica,
underlined that: "We
are extremely proud
of the success of this operation which I consider to be strategic for the
future
of the company;
with
the acquisition
of GTECH, which enables Lottomatica to become a global player, the De Agostini
group has strengthened its position, continuing in its strategy of growth
and
investments with a view to furthering international
development".
Former
GTECH stockholders with stock certificates will receive notice in the mail
regarding the process to surrender their shares for the merger consideration.
Former GTECH stockholders whose shares were held through banks or brokers
will
receive information about their holdings from those institutions.
Lottomatica's
financial
advisor with respect to this transaction is Credit Suisse First Boston (Europe)
Limited, and its legal counsel are Dewey Ballantine LLP, Saiber Schlesinger
Satz
& Goldstein, LLC and Bonelli Erede Pappalardo. GTECH's financial advisor is
Citigroup Global Markets, and its legal counsel are Cravath, Swaine & Moore
LLP and Edwards Angell Palmer and Dodge LLP.
About
Lottomatica
S.p.A.
Lottomatica
S.p.A.
operates one of the largest lotteries in the world, the Italian "Lotto", and is
the market leader in the Italian gaming industry. Lottomatica has a network
of
approximately 77,000 points of sales through its main business segments -
lotteries, sports games and betting, gaming machines and commercial services.
The company, headquartered in Rome, has revenues of approximately €583 million
in 2005, over 1,000 employees and is publicly traded on the Milan stock market
(LTO). It is controlled by De Agostini S.p.A. which owns 56% of the company's
share capital. For more information about the company, please visit
Lottomatica's website at http://www.gruppolottomatica.it.
About
GTECH
Holdings Corporation
GTECH
is a leading gaming technology and services company. With more than $1.3
billion
in annual revenues and 5,300 people in over 50 countries, GTECH provides
integrated technology, creative content, and business services to effectively
manage and grow today's evolving gaming markets. In targeted emerging economies,
GTECH also leverages its operational presence and infrastructure to supply
commercial transaction processing services. For more information about the
Company, please visit GTECH's website at http://www.gtech.com.
Forward-Looking
Statements
All
statements in this release, other than historical facts, constitute
forward-looking statements. Readers are cautioned not to place undue reliance
on
these forward-looking statements and any such forward-looking statements
are
qualified in their entirety by reference to the following cautionary statements.
All forward-looking statements speak only as of the date hereof and are based
on
current expectations and involve a number of assumptions, risks, and
uncertainties that could cause the actual results to differ materially from
such
forward-looking statements.

EX - 99 2 ex - 99 . htm PRESS RELEASE DATED AUGUST 29 , 2006 Press release dated August 29 , 2006 Exhibit 99 For Immediate Release Contact : August 29 , 2006 Lottomatica ( Italy ) Mario Pellegatta Matteo Cidda Ad Hoc Communications 39 - 027 - 606 - 741 Lottomatica ( U . S . ) Mark Semer or Jeremy Fielding Kekst and Company 1 - 212 - 521 - 4800 GTECH Robert K . Vincent Public Affairs 1 - 401 - 392 - 7452 LOTTOMATICA S . P . A . COMPLETES ACQUISITION OF GTECH HOLDINGS CORPORATION ROME , ITALY and WEST GREENWICH , RHODE ISLAND , USA - ( August 29 , 2006 ) - Lottomatica S . p . A . ( MIL : LTO ) and GTECH Holdings Corporation today announced that all the conditions in the merger agreement were satisfied and Lottomatica has completed its previously announced acquisition of GTECH . The amount paid is equal to $ 35.00 per share , in cash , for a total equity consideration of approximately $ 4.7 billion on a fully diluted basis . The common stock of GTECH will cease trading on the New York Stock Exchange as a result of the completion of the acquisition . The combination of Lottomatica , the exclusive license holder and operator of Italy 's Lotto , one of the world 's largest lotteries , and GTECH , a leading gaming and technology services company , creates one of the world 's leading gaming solutions providers , with significant global market presence and the broadest portfolio of lottery technology , services , and content solutions . The combined company has operations in over 50 countries worldwide and approximately 6,300 employees . W . Bruce Turner , President and Chief Executive Officer of GTECH , said : " We are pleased to complete this exciting transaction . By combining the two entities , we have created a vertically - integrated gaming operations and technology solutions company with comprehensive product offerings , superior client service , unsurpassed operations experience and capabilities and considerable financial strength . Since announcing the transaction in January we have spent a great deal of time in talking with our clients and shareholders , and we are gratified by the support we have received " . Lorenzo Pellicioli , Chairman of Lottomatica , stated : " The acquisition of GTECH represents a fundamental step forward for our company which , with its new structure , will be able to compete on a worldwide basis and obtain important results . Now - added Pellicioli - we must meet challenges ever more ambitious , but we have all the necessary capabilities to create value for the company and its shareholders " . Marco Drago , Chairman of De Agostini , controlling shareholder of Lottomatica , underlined that : " We are extremely proud of the success of this operation which I consider to be strategic for the future of the company ; with the acquisition of GTECH , which enables Lottomatica to become a global player , the De Agostini group has strengthened its position , continuing in its strategy of growth and investments with a view to furthering international development " . Former GTECH stockholders with stock certificates will receive notice in the mail regarding the process to surrender their shares for the merger consideration . Former GTECH stockholders whose shares were held through banks or brokers will receive information about their holdings from those institutions . Lottomatica 's financial advisor with respect to this transaction is Credit Suisse First Boston ( Europe ) Limited , and its legal counsel are Dewey Ballantine LLP , Saiber Schlesinger Satz & Goldstein , LLC and Bonelli Erede Pappalardo . GTECH 's financial advisor is Citigroup Global Markets , and its legal counsel are Cravath , Swaine & Moore LLP and Edwards Angell Palmer and Dodge LLP . About Lottomatica S . p . A . Lottomatica S . p . A . operates one of the largest lotteries in the world , the Italian " Lotto " , and is the market leader in the Italian gaming industry . Lottomatica has a network of approximately 77,000 points of sales through its main business segments - lotteries , sports games and betting , gaming machines and commercial services . The company , headquartered in Rome , has revenues of approximately € 583 million in 2005 , over 1,000 employees and is publicly traded on the Milan stock market ( LTO ) . It is controlled by De Agostini S . p . A . which owns 56 % of the company 's share capital . For more information about the company , please visit Lottomatica 's website at http://www.gruppolottomatica.it . About GTECH Holdings Corporation GTECH is a leading gaming technology and services company . With more than $ 1.3 billion in annual revenues and 5,300 people in over 50 countries , GTECH provides integrated technology , creative content , and business services to effectively manage and grow today ' s evolving gaming markets . In targeted emerging economies , GTECH also leverages its operational presence and infrastructure to supply commercial transaction processing services . For more information about the Company , please visit GTECH 's website at http://www.gtech.com . Forward - Looking Statements All statements in this release , other than historical facts , constitute forward - looking statements . Readers are cautioned not to place undue reliance on these forward - looking statements and any such forward - looking statements are qualified in their entirety by reference to the following cautionary statements . All forward - looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions , risks , and uncertainties that could cause the actual results to differ materially from such forward - looking statements .