GTECH S.p.A. announced that International Game Technology (“IGT”) shareholders, at a special shareholders meeting held yesterday, approved the previously announced Agreement and Plan of Merger (the “Merger Agreement”) by and among IGT, GTECH S.p.A. (‘‘GTECH’’), GTECH Corporation, a Delaware corporation (‘‘Gold US Sub’’), Georgia Worldwide PLC, a public limited company organized under the laws of England and Wales (‘‘NewCo’’) and Georgia Worldwide Corporation, a Nevada corporation, for the acquisition of IGT by GTECH.
More than 99% of the votes represented and cast at the meeting, or approximately 72% of the total outstanding common stock eligible to vote as of the January 2, 2015 record date, were voted in favor of the approval of the Merger Agreement. Approval of the Merger Agreement by IGT’s shareholders satisfies one of the conditions required to close the transactions contemplated by the Merger Agreement. The transactions are still subject to certain closing conditions, including, but not limited to, the receipt of required gaming approvals.
GTECH also announced that the period provided by the Italian Civil Code allowing creditors to oppose the cross-border merger of GTECH with and into Georgia Worldwide PLC (the “Merger”) expired on January 12, 2015. GTECH received the related certification from the Court of Rome attesting to the absence of any opposition from creditors. The expiration of the creditors’ opposition period was one of the conditions precedent to the Merger and the acquisition of IGT.