RENO, Nev., July 27 /PRNewswire-FirstCall/ -- International Game
Technology (NYSE: IGT) announced today that it has entered into a definitive
agreement with WagerWorks, Inc. ("WagerWorks") pursuant to which WagerWorks
would be acquired by IGT in an all cash merger. The consummation of the
merger is subject to customary closing conditions and regulatory approvals.
IGT expects the transaction to be completed in August 2005.
WagerWorks, a privately owned company, is a provider of internet gaming
technology, content and services. WagerWorks has distinguished itself with
its content portfolio and strict operation policy of not conducting business
with operators who knowingly process gambling transactions from the United
States. WagerWorks' customers include BSkyB, Rank, Blue Square, Paddy Power,
Virgin and World Poker Tour(R). They also have important premium content
relationships with Sony (including online internet rights to Wheel of
Fortune), Hasbro and FremantleMedia.
TJ Matthews, IGT's Chief Executive Officer said, "The acquisition of
WagerWorks will help the distribution of IGT game content across new channels
and mediums including the internet, mobile devices, and interactive
television. WagerWorks' adherence to a strict compliance policy ensures that
operators offer the company's products and services to end users in a
responsible manner. We are very excited to work with their customer base,
content providers and management team to accelerate and enhance WagerWorks'
growth prospects."
Paul Miltenberger, Chief Executive Officer for WagerWorks said, "We think
this transaction validates WagerWorks' regulatory strategy and reinforces our
belief that remote gaming will continue to evolve and mature in a regulated
manner, led by credible established gaming companies, like IGT. We've had a
longstanding relationship with IGT and our approach to the industry,
particularly as it relates to content, is complementary. We're thrilled about
the opportunity to utilize IGT's content and intellectual property portfolio
to further enhance our product offerings and deliver the most compelling
gaming experience to the players."
Under the terms of the proposed transaction, the total consideration paid
by IGT would be approximately $90 million, subject to a working capital
adjustment. Pending final purchase accounting adjustments including
amortization of lifed intangibles and in-process research and development, IGT
estimates the transaction to be up to $0.02 dilutive to earnings in both
fiscal 2005 and 2006.
In this release, we make some "forward looking" statements, which are not
historical facts, but are forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements relate to
expectations concerning our ability to expand the distribution of IGT's game
content and to accelerate and enhance WagerWorks' growth prospects, the belief
that remote gaming will continue to evolve and mature in a regulated manner,
the proposed timing of the transaction closing and IGT estimates the
transaction to be up to $0.02 dilutive to earnings in both fiscal 2005 and
2006. Also, the closing of the transaction and the timeframe for doing so are
subject to the satisfaction of agreed upon closing conditions. The failure to
satisfy such conditions could result in a failure or delay in closing the
transaction.
Although we believe that the expectations reflected in any of our forward
looking statements are reasonable, actual results could differ materially from
those projected or assumed. The success of the acquisition and our future
financial condition and results of operations, as well as any other forward
looking statements, are subject to change and to inherent known and unknown
risks and uncertainties. We do not intend, and undertake no obligation, to
update our forward-looking statements to reflect future events or
circumstances. We urge you to carefully review the following discussion of
the specific risks and uncertainties that affect our business. These include,
but are not limited to, uncertainties about our ability to pursue successfully
the markets targeted by WagerWorks as well as the potential for changes in
demand for IGT's or WagerWorks' products because of a reduction in the growth
of markets or changes in the popularity of our or their products, the
continuing or lingering impact of terrorist-related events on play per game
and capital equipment purchases by casinos across our jurisdictions, a change
in the appeal of Ticket-In, Ticket-Out technology, a reduction in the pace of
the replacement of machines, a decrease in the popularity of our recurring
revenue games, the risks of conducting international operations, the adoption
of new unfavorable gaming laws or laws applicable to gaming machine
manufacturers or online gaming providers, and the uncertainties generally
associated with the development, manufacture and sales of gaming machines and
systems. Historical results achieved are not necessarily indicative of future
prospects of IGT. More information on factors that could affect IGT's business
and financial results are included in our most recent Annual Report on Form
10-K and other public filings made with the Securities and Exchange
Commission.
International Game Technology ( http://www.IGT.com ) is a global company
specializing in the design, development, manufacturing, distribution and sales
of computerized gaming machines and systems products.
SOURCE International Game Technology
07/27/2005
CONTACT: Patrick Cavanaugh, Director of Investor Relations,
International Game Technology, 1-866-296-4232
Web site: http://www.igt.com
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