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GTECH Holdings Corporation to Acquire Spielo
Acquisition of Leading Video Lottery Solutions Provider to Support Company's
Growth Strategy and Advances Position in the Video Lottery Industry
WEST GREENWICH, R.I., Nov. 7 /PRNewswire-FirstCall/ -- GTECH Holdings
Corporation today announced that it has entered into an agreement to acquire
all of the shares of privately-held Spielo Manufacturing Inc., a leading
provider of video lottery terminals (VLTs) and related products and services to
the global gaming industry. The enterprise purchase price for Spielo is
approximately US$150 million, payable in cash. In addition, in the 18 months
following the closing, Spielo shareholders are entitled to receive an earn-out
amount of up to US$35 million, based upon Spielo achieving certain VLT
installation objectives in New York, giving the transaction a potential total
enterprise value of up to US$185 million. The acquisition, which is contingent
upon regulatory and gaming license approvals, and certain other closing
conditions, is expected to be completed in the second quarter of GTECH's fiscal
year 2005. "As a world-class provider of video lottery solutions, Spielo has
built a reputation of providing its clients with preference-driven products,
outstanding customer service, and industry leading innovations," said GTECH
President and CEO W. Bruce Turner. "By acquiring Spielo, GTECH is better able
to deliver a complete, integrated VLT solution to our customers and prospects,
with a single point of contact and accountability."
Spielo CEO Jon Manship commented, "Spielo's acquisition by GTECH will afford the
company the resources and access to new markets needed for it to grow to the
next level of competitiveness. Of significant importance to me as the founder
of the company, this deal will also help to secure our future and that of our
workforce here in Canada."
"We believe that the video lottery business is positioned for high growth in the
foreseeable future, driven by a number of factors including the likelihood of a
number of US jurisdictions approving expanded gaming, the demand for such
technology in overseas markets, and the increasing role of content replacement,"
continued Mr. Turner. "With Spielo, we are well- positioned to capture new
business and grow market share by leveraging our leadership position in the
lottery industry, our government relations experience, global presence, and our
technological skills. We also gain a new source of revenue in a high-growth
area of our core business. All of these factors will enable us to drive
incremental, profitable, top-line growth for GTECH, and drive greater value for
GTECH shareholders."
Video lottery has been a key component to GTECH's growth strategy in recent
years. Since 2001, the Company has been awarded contracts to provide video
lottery central systems and/or products and services to customers in Rhode
Island, Oregon, Sweden, the Canadian provinces of Alberta and Saskatchewan, and,
most recently, Trinidad & Tobago. Recent trends show an increasing number of
jurisdictions that are considering video lottery are choosing the model adopted
by Rhode Island, a model referred to throughout the video lottery industry as
Participation Games. Under this type of contract, the manufacturer receives a
percentage of the net win of a VLT, which is similar to the integrated services
model for online lottery contracts, where the vendor supplies the capital and
receives a percentage of dollars wagered on lottery tickets. This model plays
directly to the core competencies of GTECH.
Today, GTECH enjoys more than 35 percent of the North American video lottery
central system business. Spielo owns about 14 percent of the North American VLT
business and maintains approximately 60 percent market share in Sweden.
Recently, Spielo was one of four machine providers chosen to participate in New
York, receiving nearly 25 percent of the total machines, or approximately 3,400
VLTs, to be installed at eight racetracks throughout the State. New York
product installations are expected to begin this month.
When combining GTECH's existing VLT Participation contracts in Rhode Island and
Trinidad & Tobago with Spielo's existing VLT Participation contracts in Rhode
Island, Delaware, and New York, GTECH will have over 7,100 Participation-based
VLTs in operation by December 31, 2005. This will make GTECH one of the largest
global providers of Participation-based gaming machines.
"Spielo has grown along with the VLT business since its founding in 1990, and
has built a very solid and successful niche specializing in this area of the
business," said Mr. Turner. "Besides having a well-deserved reputation for
high-quality terminals and services, Spielo also brings to GTECH a large and
well-regarded library of games with over 120 unique titles."
The ability to leverage Spielo's strengths in video lottery terminal design and
game deployment will provide GTECH with an end-to-end terminal solution, and it
will also equip the Company with a broader base of opportunities including
terminal replacements and ongoing game royalties. In addition, it will give the
Company the opportunity to continually provide content to lotteries in product
sale environments, as well as potential future terminal deployments to the
various jurisdictions considering VLTs.
Headquartered in Moncton, New Brunswick, Canada, Spielo currently employs
approximately 400 people. Spielo's revenues for its current fiscal year ended
October 31, 2003 are expected to be approximately US$95 million, up from US$68
million in 2002. EBITDA for the year just ended is expected to be approximately
US$29 million.
GTECH intends to maintain Spielo's operations in Canada and its separate brand
identity. An integration plan has already begun in order to assure customers of
uninterrupted services and a seamless transition.
Based on a projected closing date of June 2004, GTECH expects that Spielo will
provide a revenue contribution of US$70 million to US$75 million starting in the
second quarter of fiscal year 2005. GTECH currently expects this transaction to
be earnings neutral for fiscal year 2005. For the first 12 months of operation
post-acquisition, GTECH expects the revenue contribution to be US$95 million to
US$100 million, with an earnings contribution of US$0.01 to US$0.02 per share.
GTECH expects earnings contributions from Spielo to improve in future years as
the Company executes against its growth strategy and captures new growth
opportunities.
Webcast and Conference Call Information
GTECH will host a conference call for analysts and investors today, November 7,
2003, 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
612-332-0932.
If you are unable to listen to this call live, it will be available on GTECH's
website under "Conference Calls" in the "Investors" section. Replay of the call
will also be available by dialing 320-365-3844, access code 705359, beginning at
noon today, November 7, 2003, through midnight on November 10, 2003 (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. Such statements include,
without limitation, statements relating to the companies' merger and strategic
plans, expectations and objectives for future operations, as well as the
prospects and financial outlook for GTECH, each of which reflects management
assumptions regarding: (i) the ability of GTECH to integrate successfully the
operations of Spielo and to achieve efficiencies from that integration, (ii) the
approval of the merger by Spielo shareholders and regulatory authorities and the
ability of the parties to complete the merger, (iii) the future prospects for
and stability of the lottery industry and other businesses in which GTECH and
Spielo are engaged or expects to be engaged, (iv) the future operating and
financial performance of GTECH and Spielo (including, without limitation,
expected future growth in revenues, profit margins and earnings per share), and
(v) the ability of GTECH and Spielo to retain existing business and to obtain
and retain new business. 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 and Spielo'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
companies' businesses; (ii) the ability of the companies to continue to retain
and extend its existing contracts and win new contracts; (iii) the possibility
of slower than expected growth or declines in sales of online and VLT lottery
goods and services by the companies or their customers; (iv) exposure to foreign
currency fluctuations; (v) risks and uncertainties inherent in doing business in
foreign jurisdictions; (vi) the relatively large percentage of the companies'
revenues attributable to a relatively small number of their customers; (vii) the
fact that several of GTECH's larger contracts are to be rebid in the near
future; (viii) the possibility of significant fluctuation of quarterly operating
results; (ix) the intensity of competition in the lottery industry; (x) the
possibility of substantial penalties under and/or termination of the companies'
contracts; (xi) the ability of the companies to respond to technological change
and to satisfy the future technological demands of its customers; (xii)
opposition to expansion of lottery and gaming; (xiii) the companies' ability to
attract and retain key employees; and (xiv) the possibility of adverse
determinations in pending legal proceedings.
GTECH, a leading global information technology company with $1 billion in
revenues and 4,900 people in 43 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 financial services transaction processing. For more information
about the Company, please visit GTECH's website at http://www.gtech.com/.
Contact:
Robert K. Vincent
Public Affairs
GTECH Corporation
401-392-7452
DATASOURCE: GTECH Holdings Corporation
CONTACT: Robert K. Vincent, Public Affairs of GTECH Corporation,
+1-401-392-7452
Web site: http://www.gtech.com/