Gtech, the acquisition of Igt will be completed on 7 april 2015
Gtech S.p.A. announced today that all conditions precedent to the completion of the cross-border merger of Gtech with and into its U.K. subsidiary International Game Technology PLC have been satisfied. The Merger will become effective at 12:01 a.m. GMT on Tuesday, 7 April 2015, and immediately thereafter the acquisition of U.S.-based International Game Technology will be completed.
On such date, Gtech shares held by Gtech shareholders will be exchanged on a one-for-one basis for shares in International Game Technology PLC, and shares of International Game Technology will be exchanged for a cash payment and shares in International Game Technology PLC on the basis of the exchange ratio.
The shares of International Game Technology PLC (Ticker Symbol: IGT; ISIN code GB00BVG7F061) will commence trading on the New York Stock Exchange (NYSE) on 7 April 2015. The last day of trading of Gtech shares on the Mercato Telematico Azionario organized and managed by Borsa Italiana (Italian Stock Exchange) will be Thursday, 2 April 2015. Therefore, the record date for final settlement of Gtech shares will be 8 April 2015.
Upon the Merger becoming effective, International Game Technology PLC shares will be centralized in the CSD (Central Securities Depository) The Depository Trust & Clearing Corp. (“DTCC”) and credited in lieu of Gtech shares (based on the balance of accounts as at the record date) initially via Computershare Trust Co. N.A. or, in relation to the shares for which the DTC Election has been exercised (designated by the specific code ICMTE0000019), via the respective intermediary participating in the clearing system managed by DTCC.
SETTLEMENT OF CASH EXIT RIGHTS - The 19,796,852 Gtech shares for which entitled shareholders exercised cash exit rights in relation to the Merger will be settled on 2 April 2015, at the cash exit price of Euro 19.174 per share. The cash exit price will be credited to entitled shareholders via the respective Monte Titoli intermediary. Payment for the 62,607 cash exit shares (out of the above) purchased by other Gtech shareholders in the pre-emptive offer pursuant to Article 2437-quater, of the Italian Civil Code, ended on 9 January 2015, will take place via the intermediary through which the subscription form was submitted by the purchaser and to which notification of assignment has already been communicated by Gtech . Purchasers of shares in the context of the pre-emptive offer will receive ordinary shares of International Game Technology PLC on the basis of the above-mentioned exchange ratio and the interim dividend equal to Euro 0.75 per share resolved by Gtech ’s Board of Directors on 17 December 2014.
The residual 19,734,245 cash exit shares will be purchased by Gtech pursuant to Article 2437-quater, para. 5, of the Italian Civil Code and cancelled in the context of the Merger, together with the 2,183,503 treasury shares already held by Gtech .