IGT s Gaming and Digital Business and Everi to Be Acquired Simultaneously by Apollo Funds in
IGT's Gaming and Digital Business and Everi to Be Acquired Simultaneously by Apollo Funds in All-Cash Transaction
London and Las Vegas, July 26, 2024, International Game Technology PLC (NYSE: IGT) (hereinafter "IGT") and Every Holdings Ink (NYSE: EVRI) (hereinafter "Every"). The following "IGT gaming") and the gaming and digital business of the Every are renewed by a subsidiary of Apollo Global Management Ink (NYSE) (hereinafter "Apollo"). Apollo Fund) has announced the final agreement to acquire at the same time. (NYSE: APO) (hereinafter referred to as "APOLLO FUNDS") (hereinafter "APOLLO FUNDS") (hereinafter "Apollo Funds") (hereinafter "Apollo Funds") shall be acquired.
On February 29, 2024, IGT and Everi announced a final agreement that the IGT spi n-off in a spi n-off system in which IGT gaming business was taxed to IGT shareholders, and immediately integrated the business into Everi. Apollo funds will receive IGT gaming and Everi according to the new contract clause. After the transaction is completed, IGT gaming and Everi will be the first part of the company to be merged.
Based on the conditions of the new contract, Every shareholder will receive $ 14, 25 per promotion, showing 56 % of the promotional value at the end of the transaction on July 25, 2024. IGT receives $ 4050 billion from the United States in the form of total exchange rescue for IGT gaming. IGT expects a considerable amount of foreign exchange gains to be used to repay debt and return to shareholders.
Agostini S. P. A., a limited liability company approved by the IGT major shareholder, Italian law, promised to arrange a minority investment in integrated companies after the transaction was completed.
After the resale of IGT GAMING to Apollo Funds is completed, IGT will change the company name and ticker symbol and become a pure gaming company.
Apollo Funds's transactions were unanimously approved by the special committee of the IGT Board of Directors, were unanimously approved by all members of the EVERI Board of Directors, and was concluded on February 28, 2024. The previous transaction contract has ended.
"We are pleased to welcome IGT to the IGT Global Marketplace," said Vince Sadusky, CEO of IGT PLC. "This new transaction marks a positive development from our previously announced transaction with EBURY and the successful completion of the strategic review process IGT initiated last year. With Apollo Funds, we have found a partner that embraces the strength of IGT Gaming, the value of our talent and our position in the industry. This transaction will enable IGT Gaming to continue to invest in and expand our growing core divisions and provide our customers with a broader portfolio of services. Upon closing, IGT shareholders will continue to own 100% of IGT's mass lottery business, positioning it for long-term success as a less sophisticated mass lottery player with a more focused and attractive business model and an optimized cash structure to drive long-term shareholder value."
Randy Taylor, president and CEO of EBURY, said, "We believe this transaction secures significant and tangible value for our shareholders as we move forward with Apollo Funds as our partner while maintaining the integrity and strong strategic rationale of our original agreement with IGT. IGT "By joining forces with IGT Gaming, we look forward to continuing to lead, innovate and secure unmatched value for our customers as an even stronger player in the global gaming, FinTech and digital technology industries. Apollo is a respected investment firm with a proven track record in the gaming sector. They confirm the importance of our business and see great potential in the combination of IGT Gaming and EVERY. We are confident that a privately owned context will enable us to accelerate the integration process of both organizations for the benefit of our customers and employees." "
Daniel Cohen, a partner at Apollo, said, "We are pleased to have reached an agreement with IGT Gaming and Everi to create a leading, diversified contract provider with a profitable position across the gaming ecosystem. As a long-time intensive investor in the gaming and leisure sector, we have long admired both companies and their professional teams. There is no question about the profitability of the combination, and there is no doubt that these complementary gaming platforms will be better placed under private ownership than any other to capitalize on new opportunities for price accretion and price creation. We look forward to working with everyone at IGT Gaming and Everi to move the combined company forward."
Apollo has extensive experience in making current and past successful investments in the leisure space, including the gaming and entertainment sectors.
Leadership, Governance & Structure
IGT Plc Managing Director Vince Sadaski will oversee the separation of IGT Gaming and maintain the transition process until the transaction is completed. Following the closing of the transaction, Sadaski will continue in his role and operate the lottery focused business under a new corporate name and replacement sticker. Following the acquisition of IGT Gaming and Everi Apoll o-foundations, Fabio Celadon, currently IGT's EVP of Strategy and Business Development, will serve as Finance Director, and Mark Labay, currently Everi's Finance Director, will become United Enterprises' Integration Director. The newly formed United Enterprises will be headquartered in Las Vegas.
Following the closing of the transaction, Everi's common shares, with a par value of $0. 001, will be delisted from the New York Stock Exchange.
Approvals and Timing
The acquisitions of IG T-Gaming and Everi Apoll o-Foundations are mutually contingent. The transaction is subject to customary closing conditions, including regulatory approvals and Evri stockholder approval, and is expected to close by the end of the third quarter of 2025. IGT stockholder approval is not required for the transaction.
Upcoming Second Quarter 2024 Earnings Results
IGT will announce its second quarter 2024 financial results and hold a conference call on July 30, 2024 at 8:00 a. m. ET.
Evri plans to announce its second quarter 2024 financial results no later than August 9, 2024. Per its agreement with Apollo, Evri will not hold a conference call regarding its earnings.
Advisors
Macquarie Capital, Deutsche Bank and Mediobanca are acting as financial consultants to IGT, and Sidley Austin LLP, White & Case LLP and Wachtell, Lipton, Rosen & Katz are acting as legal consultants to IGT.
Global Leisure Partners LLC acted as exclusive financial consultant to Everi, and Houlihan Lokey provided additional financial consulting to Everi's board of directors. Pillsbury Winthrop Shaw Pittman LLP is serving as legal counsel to Everi.
Paul, Weiss, Rifkind, Wharton & amp; amp; Garrison LLP is serving as legal counsel to Apollo Foundation.
Deutsche Bank and Macquarie Capital have filed financial commitments in connection with the transaction.
About IGT
IGT (NYSE: IGT) -A popular company in the gaming world. We offer entertainment and ful l-fledged gaming skills in all channels and adjustable businesses, from lottery and slot machines to sports and digital technology. By applying a wide variety of content, large investment in technological innovation, player knowledge, operation skills, and advanced technologies, our conclusions provide excellent gaming skills that attract and start spectators. Masu. We have the existence and business of the established districts with more than 100 jurisdictions and regulatory authorities around the world, giving the greatest stereotypes of services, fairness, and responsibility. IGT works at a frontier with 11. 000 employees. To get more detailed information, website www.
About Everi
Everi's mission is to lead the remnants of people, fantasy and technology in the gaming industry. As one of the huge suppliers of technical conclusions for casinos, we enjoy games, improve our customers' involvement, and more effective, as we develop adjacent branches. I want to develop products and provisions that can help them every day. business. We are developing entertainment games, slot machines, and game systems to provide services to ground operators, Igaming, and Bingo Pelators. Every is considered to be the main innovator and provider of reliable and financial technical conclusions that guarantee the operation of casino halls, enhance the operation efficiency of casinos, and meet the demands of regulatory authorities. The company has developed and provided players and mobile applications to strengthen customer and facilities in casinos, sports, leisure, and friendly industries. For additional information, website www. Everi. < SPAN> IGT (NYSE: IGT) -A popular company in the gaming world. We offer entertainment and ful l-fledged gaming skills in all channels and adjustable businesses, from lottery and slot machines to sports and digital technology. By applying a wide variety of content, large investment in technological innovation, player knowledge, operation skills, and advanced technologies, our conclusions provide excellent gaming skills that attract and start spectators. Masu. We have the existence and business of the established districts with more than 100 jurisdictions and regulatory authorities around the world, giving the greatest stereotypes of services, fairness, and responsibility. IGT works at a frontier with 11. 000 employees. To get more detailed information, website www.
About Apollo
Everi's mission is to lead the remnants of people, fantasy and technology in the gaming industry. As one of the huge suppliers of technical conclusions for casinos, we enjoy games, improve our customers' involvement, and more effective, as we develop adjacent branches. I want to develop products and provisions that can help them every day. business. We are developing entertainment games, slot machines, and game systems to provide services to ground operators, Igaming, and Bingo Pelators. Every is considered to be the main innovator and provider of reliable and financial technical conclusions that guarantee the operation of casino halls, enhance the operation efficiency of casinos, and meet the demands of regulatory authorities. The company has developed and provided players and mobile applications to strengthen customer and facilities in casinos, sports, leisure, and friendly industries. For additional information, website www. Everi. Igt (NYSE: IGT) -Cumenical company in the gaming world. We offer entertainment and ful l-fledged gaming skills in all channels and adjustable businesses, from lottery and slot machines to sports and digital technology. By applying a wide variety of content, large investment in technological innovation, player knowledge, operation skills, and advanced technologies, our conclusions provide excellent gaming skills that attract and start spectators. Masu. We have the existence and business of the established districts with more than 100 jurisdictions and regulatory authorities around the world, giving the greatest stereotypes of services, fairness, and responsibility. IGT works at a frontier with 11. 000 employees. To get more detailed information, website www.
Everi's mission is to lead the remnants of people, fantasy and technology in the gaming industry. As one of the huge suppliers of technical conclusions for casinos, we enjoy games, improve our customers' involvement, and more effective, as we develop adjacent branches. I want to develop products and provisions that can help them every day. business. We are developing entertainment games, slot machines, and game systems to provide services to ground operators, Igaming, and Bingo Pelators. Every is considered to be the main innovator and provider of reliable and financial technical conclusions that guarantee the operation of casino halls, enhance the operation efficiency of casinos, and meet the demands of regulatory authorities. The company has developed and provided players and mobile applications to strengthen customer and facilities in casinos, sports, leisure, and friendly industries. For additional information, website www. Everi.
Apollo is a rapid growing grassroots management company. In our company's i n-house asset management business, we will promise an excellent return to our customers at all points of ris k-return spectrums, from investment value to direct investment, with particular emphasis on income, hybrids, and equity investment strategies. I am trying to do it. For more than 30 years, through completely integrated platforms, our investment expertise has provided innovative insights to attract funds in response to the needs of customers seeking economic interests. Through our pension business, Athens, we specialize in providing retirement saving products and serving as an institutional investor as an opinion leader, so that buyers can achieve economic stability. I am. Our patience, creative and smart investment approaches will help our customers, investment companies, employees, and the local community that influence ourselves will increase their abilities and achieve good results. As of March 31, 2024, Apollo's assets were $ 671 billion. See the website www. Apollo. com for details.
Additional information and obtained destination
In connection with this transaction (hereinafter referred to as "this transaction plan"), Every plans to submit an appropriate material (hereinafter referred to as "power of attorney") to the SEC (US Securities Trade Commission). 。 This press release does not replace this transaction in this transaction, submitted to SEC or to shareholders to replace the power of attorney or other documents. For traders and securities holders, all related documents to be submitted or submitted to enable proxy statements before concluding voting rights and investment. If there is a variable configuration or addition to the proposed transactions, we recommend that you read them carefully and sufficiently. トレーダーおよび証券保有者は、SEC のウェブサイト(http://www. sec. gov)、または Everi のウェブサイト(www. everi. com)にアクセスするか、SEC Everi Investor Relations(Everi Holdings Inc, Investor You can contact Relations, 7250 S. Tenaya Way, Suite 100, Las Vegas, NV 89113) to get the charity copy of these documents.
Participants in proxy collection
EBURY and certain of its directors and executive officers have every opportunity to be members of any powers-sharing arrangement in connection with the proposed transaction. Information regarding EVERY's directors and executive officers is available in EVERY's Statement One Year Later for its 2024 Annual Meeting of Stockholders, including (i) "Proposal No. 1: Election of Three Class 1 Directors" (including "Board and Management Questions," "Certain Matters and Related Transactions," and "Executive Officer Questions") and "Proposal No. 3: EVERY Holdings, Inc. ("EVERY Holdings"), the Completed and Processed 2014 Joint Equity Fund Incentive Project (including "Executive Director Compensation," "Certain Beneficiaries and Actual Effects of Leadership," "Payment Factors," and "Activity Performance Compensation"), filed with the SEC on April 19, 2024, available at https://www. sec. gov/ix? doc=/archives/data/0001318568/000131856824000035/evri-240419. htm; and (ii) "Proposal No. 4: Election of Three Class 1 Directors" (including "Board and Management Questions," "Certain Matters and Related Transactions," and "Executive Officer Questions"), filed with the SEC on December 19, 2023, available at https://www. sec. gov/ix? doc=/archives/data/0001318568/000131856824000035/evri-240419. htm. Every Form Animal Report in its Form 10-K for the fiscal year ended March 31, 2024. "Management Transactions", "Article 12. Certain Beneficiary and Management Security Ownership and Guerrera
Additional information regarding the members of the solicitation of authority, and a description of their direct and indirect interests, including with respect to security holdings, will be included in the proxy statement and other appropriate materials to be filed with the U. S. Securities and Exchange Commission regarding the proposed transaction when these materials become available. Traders should follow the steps to carefully inform themselves of how to reach voting and investment conclusions when the proxy statement becomes available. Copies of documents filed by EVERY with the SEC will be available on the SEC's website at www. sec. gov. Separately, copies of documents filed by Everi with the U. S. Securities and Exchange Commission will be available on Everi's website at www. everi.
Forward-looking statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 of the Securities Exchange Act of 1934, as amended, regarding IGT and Everi and the proposed transaction. All statements, not counting statements of historical precedent, are deemed to be forward-looking statements for purposes of the federal securities laws and statutes. These forward-looking statements involve risks and uncertainties, all of which may affect IGT and Everi's financial or operating results. These forward-looking statements may be identified by any of the following definitions: "anticipate," "believe," "may," "estimate," "expect," "project," "foresee," "intensely," "may," "likely," "plan," "design," "should," "will," "would," or any of the negatives of these definitions or other similar expressions. Forward-looking statements in the press release provided are, among other things, statements regarding the benefits that may be derived from the proposed transaction, including future intent, goals, expectations and intentions, the expected deadline for the proposed transaction, and the incorporation of foreign exchange gains that may be derived from the proposed transaction. Other statements regarding IGT's or Everi's operating characteristics, initiatives or developments. This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 of the Securities Exchange Act of 1934, as amended, regarding IGT and Everi and the proposed transaction. All statements, not counting statements of past precedent, are deemed to be forward-looking statements for purposes of the federal securities laws and regulations. These forward-looking statements involve risks and uncertainties, all of which may affect the financial or operating results of IGT and Everi. These forward-looking statements may be identified by any of the following definitions: "anticipate," "believe," "may," "estimate," "expect," "project," "forecast," "intensely," "may," "likely," "plan," "design," "should," "will," "would," and the negative of these definitions or other similar expressions. The forward-looking statements in the press release provided are, among other things, statements regarding the benefits that would be derived from the proposed transaction, including future intentions, goals, expectations, intent, the expected deadline for the proposed transaction, and the introduction of foreign exchange benefits that would be derived from the proposed transaction. Separately, there are statements regarding the operating characteristics, measures or developments of IGT or Everi wac. This press release contains "forecasting statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 of the Securities Exchange Act of 1934, as amended, regarding IGT and Everi and the proposed transaction. All statements, not counting statements of past precedent, are deemed to be forward-looking statements for purposes of the federal securities laws and statutes. These forward-looking statements involve risks and uncertainties, all of which may affect the financial or operating results of IGT and Everi. These forward-looking statements may be identified by such terms as "anticipate," "believe," "may," "estimate," "expect," "project," "foresee," "intensely," "may," "likely," "plan," "design," "should," "will," "would," and the negative of such terms or other similar expressions. Forward-looking statements in the press release provided are, among other things, statements regarding the benefits that may be derived from the proposed transaction, including future intentions, goals, expectations, intent, the expected deadline for the proposed transaction, and the introduction of foreign exchange benefits that may be derived from the proposed transaction. Separately, there are statements regarding the operational characteristics, initiatives, or developments of IGT or Everi wac.