IGT and GTECH Amend Merger Agreement

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International Game Technology
IGT
and GTECH S.p.A. today announced that they have amended their previously announced merger agreement dated July 15, 2014. IGT and GTECH entered into the amendment with the overall intent of improving the timing and certainty of completion of the transaction in the interests of both companies and their shareholders. The amendment relieves IGT of additional regulatory and disclosure requirements, which were expected to delay the completion of the transaction. 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. The amendment and additional detail regarding the amendment are available at www.sec.gov.
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