News Details

Rome, September 11, 2006 - On today’s date, the merger of Nova Prima S.r.l., a wholly owned subsidiary of Lottomatica, into Lottomatica S.p.A has been approved by the Boards of Directors (the “Merger”).

The Merger is conceived within the context of the acquisition of GTECH Holdings Corporation, the US company leading an international group active in the supply and management of integrated lottery services, in the supply and management of video-lotteries and gaming machines and in the manufacturing of terminals for lotteries and gaming machines, completed on August 29, 2006. In particular, the Merger is intended to optimize and simplify GTECH’s control structure. Lottomatica currently holds 75% of Gold Holding Co., holder of 100% of GTECH share capital; the outstanding 25% of Gold Holding is held, through the Luxembourg company Invest Games S.A. by Nova Prima, the entire capital of which is held by Lottomatica. As a result of the Merger, therefore, Lottomatica will directly hold 75% of the share capital of Gold Holding and the outstanding 25%, indirectly, through Invest Games S.A. 

Regarding the execution of the Merger, since Lottomatica holds the entire capital of Nova Prima, there will be no shares assigned in exchange of Nova Prima’s stake held by Lottomatica and no proposals or resolutions of any capital increase of Lottomatica  for the purpose of the Merger. Moreover, no currency adjustments are expected. The Merger does not give rise to the right of withdrawal set out under article 2437 of the Italian civil code, nor any modifications in any way to the shareholdings’ of Lottomatica.
Furthermore, Lottomatica shareholdings’ may vary before the effective date of the Merger in the case the extraordinary shareholders’ meeting, which will be called on October 18 and 19, 2006, approves the proposals of amendments made by the Board of Directors today as well as those made on August 29, 2006. 
The decisions relating to merger will be adopted by the managing bodies of both companies participating in the Merger, pursuant to the applicable laws and articles of association, in such a way that consent the Merger to be completed within the end of the year. To this regard, pursuant to article 2502, third paragraph of the Italian civil code, shareholders representing 5% of the share capital are entitled to ask that the decision approving the Merger by Lottomatica be taken by the extraordinary shareholders’ meeting. Such a request should be made to Lottomatica within 8 days from the filing of the Merger Plan at their registered offices. In such a case, the Board of Directors of Lottomatica may convoke the extraordinary shareholders’ meeting without delay.

Lottomatica will promptly communicate the engagement of the decisions relating to merger and of the execution of the Merger, in accordance with article 71-bis of Consob regulations no. 11971/1999 in order to provide the information required by the applicable regulations regarding the operation between the related parties.