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Clifford Chance advises on pioneering M&A transaction involving statutory cross-border merger of a listed Italian company to the UK

14 April 2015

Clifford Chance advises on pioneering M&A transaction involving statutory cross-border merger of a listed Italian company to the UK

Clifford Chance has advised GTECH S.p.A (GTECH), the Italian-based lottery, gaming and sports betting group, on the successful completion of its cross-border merger as part of the US$7.6 billion transaction to acquire International Game Technology (IGT), the Las Vegas gaming machine maker. 

The innovative transaction structure involved the cross-border merger of GTECH with a newly formed English public limited company, International Game Technology PLC, with IGT PLC as the surviving entity.  On the same day, a subsidiary of IGT PLC acquired IGT by way of a statutory merger under Nevada law.  The cross-border merger was a ground-breaking process that required the sanction of the English Court under the European Cross-Border Mergers Directive, as implemented in the United Kingdom by the Companies (Cross-Border Mergers) Regulations 2007 and in Italy by Legislative Decree No. 108 of 30 May 2008.

The deal resulted in a NYSE-listed UK tax resident group which is not subject to the UK Takeover Code, and contained a number of innovative features, including a shareholder loyalty plan under which eligible shareholders who hold their shares for three years receive the right to cast additional votes. 

Clifford Chance also advised GTECH in connection with obtaining up to US$10.7 billion in committed bridge financing from Credit Suisse, Barclays and Citigroup in connection with the acquisition, on the liability management of GTECH's existing bonds and those of IGT and on the permanent term and revolving loans to GTECH.

The Clifford Chance M&A team was led by partners Sarah Jones (New York) and Patrick Sarch (London), with support from senior associates Katherine Moir, Alex Franks and Will Chew and associate Erik O'Connor.  Wachtell, Lipton, Rosen & Katz led on US law aspects and Lombardi Molinari Segni advised on Italian law.

The Clifford Chance Finance team was led by partners Charles Adams (Milan), Gary Brooks (New York), Giuseppe De Palma (Milan), Stewart Dunlop (London), Filippo Emanuele (Milan) and Tom Schulte (New York).