Independent proxy advisory firms said to back IGT buyout

2 February 2015

LAS VEGAS -- Slot machine maker IGT - International Game Technology said three independent proxy advisory firms voiced their support for the company's $6.4 billion buyout by Italy-based lottery giant GTECH S.p.A. Holdings.

Institutional Shareholder Services Inc., Glass Lewis and Egan-Jones all recommended IGT shareholder support the merger agreement at the Feb. 10 special meeting.

Under terms of the agreement, IGT and GTECH will combine under a newly formed holding company organized in the United Kingdom. GTECH will pay $4.7 billion in cash and stock and will assume $1.7 billion of IGT's debt.

IGT shareholders will receive $18.25 per share, which includes cash and shares in the new company. GTECH shareholders will exchange each of their existing GTECH shares for one share in the new company.

In addition to shareholder support, the transaction requires regulatory approval, including the sign-off of the Nevada State Gaming Control Board and Nevada State Gaming Commission.

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