Lottomatica Completes Acquisition of GTECH Holdings

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 $4.46 billion. 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, 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.

2006-08-29