GTECH Enters Into Partnership Agreement to Acquire 50 Percent Controlling Equity Stake of Atronic from Gauselmann Group

GTECH Enters Into Partnership Agreement to Acquire 50 Percent
Controlling Equity Stake of Atronic from Gauselmann Group
Alliance Will Create a Worldwide Leader in the Machine Gaming Market 


WEST GREENWICH, R.I., Dec. 6  /PRNewswire-FirstCall/ -- GTECH Holdings
Corporation (NYSE:GTK) and the owners of privately-held Gauselmann Group today
announced that both parties have entered into an agreement whereby GTECH will
acquire a 50 percent controlling equity position in the Atronic group of
companies owned by Gauselmann.  The remaining 50 percent of Atronic will be
retained by the owners of the Gauselmann Group.  The final purchase price will
be calculated through a performance-based formula equal to eight times
Atronic's EBITDA (earnings before interest, tax, depreciation, and
amortization) for its fiscal year 2006 ending December 31, 2006.  In addition,
in the 12 months after the closing, Atronic will also have the potential to
receive an earn-out based on its 2007 performance above specified thresholds.
Based on Atronic's medium-term outlook, GTECH expects the all-cash transaction
will have a total value of approximately $100 million to $150 million, for its
50 percent share including the assumption of debt.

"The alliance of GTECH and the Gauselmann Group represents the coming together
of two industry leaders that share a common vision of the future of machine
gaming.  GTECH and Gauselmann are creating in Atronic a new strong global
competitor in gaming content, equipment, systems and services, and a market
innovator with strong positions in the highest growth gaming markets," said
Gauselmann's Co-Chairman and CEO Michael Gauselmann and GTECH President and CEO
W. Bruce Turner jointly.  "This transaction is a central part of the growth
strategy for both companies.  It is a fair value for both in that it is
structured as a market driven multiple of performance," said Messrs. Gauselmann
and Turner.

"Today's announcement is a significant step in our continuous efforts to grow
our casino market leadership with a very strong global U.S.-based partner,"
said Mr. Gauselmann.  "The Gauselmann Group is the largest
manufacturer/operator of coin-operated gaming machines in Europe.  Atronic is
the leading video slot provider in Europe, Russia, and Latin America, and is
licensed in 196 worldwide gaming jurisdictions with a solid and growing
presence in the United States.  We offer products and services in 83 countries
and 20 U.S. states, including 138 Native American tribes, and have become known
for our highly competitive games, products, and services.  This new alliance
with GTECH will provide us with the additional capital and resources essential
for our U.S. growth and overall increasing competitiveness in the global slot
industry."

"The alliance with Gauselmann is the next logical step for GTECH to achieve its
long-term strategic objectives within the gaming markets we have targeted,"
said Mr. Turner.  "As the government-sponsored and commercial gaming markets
converge, video gaming has become an expanding component of our growth
strategy.  Our interest in Atronic dramatically broadens our
government-sponsored game and systems offerings, bringing a new library of
games, as well as commercial casinos and central monitoring system applications
and services."

The transaction, which is contingent upon regulatory and gaming license
approvals, and other closing conditions, is expected to be completed on
December 31, 2006.  However, starting immediately and during the next 24
months, Atronic and GTECH will pursue mutually beneficial global projects.

As part of the transaction, beginning in 2012, GTECH has the option to purchase
Gauselmann Group's interest in Atronic and Gauselmann has a reciprocal right to
sell its interest to GTECH.  There are also mutual put/call rights that may
become effective before 2012, under certain circumstances.

"Atronic has a strong management team with a tremendous amount of experience in
global sales and distribution, as well as platform and content development. 
Their current system portfolio provides a number of system modules that will
enhance our current video central system, including player tracking, bonusing,
and cashless wagering, thus enabling us to sustain market leadership,"
continued Mr. Turner.  "Atronic also has wide-area progressive games that are
currently operational in a number of U.S. jurisdictions."

Atronic's recently-launched e-motion(TM) video gaming platform is widely hailed
as the industry's most ergonomically-advanced video gaming machine. With its
unique cabinet design, e-motion creates an exclusive player environment, with
brilliant 3-D graphics, state-of-the-art technology, and advanced player
interactive game concepts.

"With our recent investment in a new R&D facility in Arizona as part of our
global R&D strategy implementation, Atronic expects to create a growing number
of new games each year starting with 40 in 2005," continued Mr. Gauselmann. 
"Today, Atronic's library consists of more than 80 active video game titles
with various cabinet styles, and numerous additional games and products are
slated for market introduction to address each single global casino-style
product segment."

"As the lottery industry evolves from system centric to more content centric,
building a large and strong library of games will be essential to our long-term
success," said Mr. Turner.

The Atronic transaction will also strengthen GTECH's Spielo subsidiary. The two
companies are complementary and will ultimately enable each organization to
leverage the other's strengths.  Both companies have agreed to cross-license
and distribute each other's content starting immediately.  When appropriate,
Spielo and Atronic will share infrastructure and work together on developing a
common systems platform to serve all GTECH and Atronic markets.

Founded in 1993, Atronic currently employs more than 800 people in its offices
in Germany, Austria, Australia, Africa, United Kingdom, Peru, Nevada (Las Vegas
and Reno), Arizona, Mississippi, and Peru.  Atronic's revenues for its current
fiscal year ending December 31, 2004 are expected to be approximately $200
million, about 25 to 30 percent of which will come from its North American
customers.

Under this agreement, Atronic will continue to maintain its current operations
and its established worldwide brand identity.  A cooperation and integration
plan is already under development in order to assure customers of uninterrupted
services and a seamless transition.  When appropriate, Atronic will begin
collaborating with GTECH in order to maximize opportunities for both companies
prior to the December 31, 2006 closing.

In the first full fiscal year, 2008, which ends in February 2008, GTECH expects
Atronic's revenues to be in the range of $250 million to $300 million, and be
earnings-per-share neutral to slightly positive.

For additional background information regarding Gauselmann Group, Atronic, and
the transaction, please visit http://www.gtech.com/ and click on "Update on
Atronic."

Conference Call Information

GTECH will host a conference call for analysts and investors today, December 6,
2004, at 8:30 a.m. (Eastern Standard Time).  The call may be accessed in two
ways.  It will be broadcast live over the Internet.  Go to GTECH's website at
http://www.gtech.com/ , click on "Investors," then select "Live Broadcast." 
Or, if you do not have Internet access, you may listen to this call by dialing
[phone].

If you are unable to listen to this call live, it will be available on GTECH's
website under "Conference Calls & Calendar" in the "Investors" section.  Replay
of the call will also be available by dialing [phone], access code:
758685, beginning Monday, December 6, 2004 at noon, through midnight, Tuesday,
December 7, 2004 (Eastern Standard Time).

Certain statements contained in this press release are forward looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934.  This press release
identifies forward looking statements by words such as "may," "will," "should,"
"could," "expect," "plan," "anticipate," "intend," "believe," "estimate,"
"continue," or similar words that refer to the future.  Such statements
include, without limitation, statements relating to the consummation of the
acquisition by GTECH Holdings Corporation ("GTECH") of a 50 percent controlling
interest in the Atronic group of companies owned by the Gauselmann Group
("Atronic"), and the prospects and financial outlook for GTECH and Atronic,
both before and after the closing of this transaction, which statements reflect
management assumptions: (i) that all regulatory and gaming license approvals
necessary to consummate this transaction will be obtained, and that the other
conditions to closing will be satisfied, (ii) regarding the future prospects
for and stability of the gaming industry, (iii) regarding the future operating
and financial performance of GTECH and Atronic both before and after the
closing of this contemplated transaction (including, without limitation, as to
future revenues, profit margins and earnings per share), and (iv) regarding the
ability of the GTECH and Atronic to retain existing gaming business, to obtain
and retain new gaming business, and to otherwise realize anticipated synergies
from this transaction.  Such forward looking statements reflect management's
assessment based on information currently available, but are not guarantees and
are subject to risks and uncertainties that could cause actual results to
differ materially from those contemplated in the forward looking statements.

These risks and uncertainties include, but are not limited to, those set forth
above, in GTECH's subsequent press releases, and on reports by GTECH on Forms
10-K, 10-Q and 8-K, and other reports and filings with the Securities and
Exchange Commission, as well as risks and uncertainties respecting:  (i) the
potential impact of extensive and evolving government regulations upon the
gaming business, in general, and upon this transaction in particular; (ii) the
ability of GTECH and Atronic to work together to retain and extend existing
gaming business; (iii) the possibility of slower than expected growth or
declines in sales of gaming goods and services by GTECH and Atronic; (iv)
exposure to foreign currency fluctuations; (v) risks and uncertainties inherent
in doing business in foreign jurisdictions; (vi) the possibility of significant
fluctuation of quarterly operating results; (viii) the intensity of competition
in the gaming industry; (ix) the possibility of substantial penalties under
and/or termination of GTECH's and Atronic's contracts; (x) the ability of GTECH
and Atronic to respond to technological change and to satisfy the future
technological demands of their customers; (xi) opposition to expansion of
gaming; (xii) GTECH's and Atronic's ability to attract and retain key
employees; and (xiii) the possibility of adverse determinations in pending
legal proceedings.

About GTECH:

GTECH, a leading global information technology company with over $1 billion in
revenues and more than 5,400 people in over 50 countries, provides software,
networks, and professional services that power high-performance, transaction
processing solutions.  The Company's core market is the lottery industry, with
a growing presence in commercial gaming technology and financial services
transaction processing.  For more information about the Company, please visit
GTECH's website at http://www.gtech.com/ .

About Gauselmann/Atronic:

The family-owned and operated Gauselmann Group is the second largest
manufacturer of gaming devices worldwide, having sold more than 1.9 million
machines since inception, generating some EURO 669 million during fiscal 2003.
The Atronic Group, namely Atronic Americas, Atronic International, Atronic
Australia and Atronic Systems, are members of the Gauselmann Group
casino-segment.  Atronic is headquartered in Germany, and has offices in
Australia, Austria, Great Britain, Peru, South Africa, and the United States of
America.

Atronic is dedicated to producing only the highest quality of entertaining
games and products, including dynamic casino management and linked gaming
solutions which are being operated in 83 countries worldwide.  Atronic holds a
total of 196 worldwide gaming licenses including the United States of America,
where it is licensed to sell machines in 20 states and to 138 tribes. To find
out more information about Atronic, please visit the website at
http://www.atronic.com/ .

   Contact:  Robert K. Vincent
             Public Affairs
             GTECH Corporation,
             [phone]


DATASOURCE: GTECH Holdings Corporation



CONTACT:  Robert K. Vincent, Public Affairs, GTECH Corporation,

[phone]



Web site:  http://www.gtech.com/

http://www.atronic.com/ 

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