International Game Technology to Acquire VCAT for $2.58 Per Share
biz.yahoo.com
Monday August 28, 9:00 am ET
RENO, Nev., Aug. 28 /PRNewswire-FirstCall/ -- International Game Technology (NYSE: IGT) and Venture Catalyst Incorporated ("VCAT") (OTC Bulletin Board: VCAT) today announced that they have signed a definitive agreement whereby IGT, a wholly owned subsidiary of International Game Technology, will acquire all of the outstanding shares of VCAT for $2.58 per share in cash. Under the terms of the agreement, VCAT will merge with and into a wholly owned subsidiary of IGT, with VCAT surviving the merger as a wholly owned subsidiary of IGT.
Immediately following the consummation of the merger, VCAT's gaming consulting services division (exclusive of its Mariposa software division) will be sold to an entity controlled by certain members of VCAT's current management, including L. Donald Speer II, VCAT's Chairman of the Board and largest shareholder, for approximately $4.5 million in promissory notes. The new consulting entity, comprised of L. Donald Speer II and the executive management team in VCAT's current consulting services division, will continue to provide services to the Barona Group of Capitan Grande Band of Mission Indians and to other clients. The purchasers of the gaming consulting services division have entered into a three-year consulting services agreement with IGT, effective upon the consummation of the merger.
The transaction, which has been approved by the boards of directors of each company, is subject to approval by VCAT shareholders, applicable regulatory approvals and other customary closing conditions and is expected to close in the fourth calendar quarter of 2006. VCAT's board of directors is unanimously recommending that VCAT's shareholders approve the transaction. L. Donald Speer II and all other members of the executive management team in VCAT's current consulting services division have agreed to vote 1,057,180 shares of VCAT common stock held by them in favor of the merger, representing a total of approximately 15% of the outstanding shares of VCAT. |
