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Lottomatica, GTECH Sign Deal

WEST GREENWICH, Rhode Island – (PRESS RELEASE) -- Lottomatica S.p.A. (Milan: LTO), the exclusive license holder and operator of Italy's Lotto, one of the world's largest lotteries; De Agostini S.p.A., a privately held Italian diversified industrial and financial holding group that is Lottomatica's majority shareholder; and GTECH Holdings Corporation (NYSE: GTK), a leading provider of gaming technology and services, today announced that Lottomatica and GTECH have entered into an agreement pursuant to which Lottomatica will acquire GTECH for $35.00 in cash per outstanding GTECH share.

The transaction will create one of the world's leading gaming solutions providers, with significant global market presence and the broadest portfolio of lottery technology, services, and content solutions. The combined company will have operations in over 50 countries worldwide and approximately 6,300 employees. The combined consensus estimates of 2005 revenues and EBITDA for the combined company would be 1.6 billion euros ($1.9 billion) and 0.7 billion euros ($0.84 billion), respectively. In its fiscal year ended February 26, 2005, GTECH reported revenues and net income of $1,257 million and $196 million, respectively.

Under the terms of the agreement, which was approved by the boards of directors of both Lottomatica and GTECH, Lottomatica will acquire all of the outstanding shares of GTECH's common stock. The $35.00 per share consideration represents a premium of 15% over the closing price of GTECH shares on September 9, 2005, the last trading day before GTECH announced that its board of directors had decided to explore strategic alternatives for the company. GTECH currently has approximately 132.8 million shares of common stock outstanding on a fully diluted basis, including options and shares issuable upon conversion of convertible debt. The total value of the transaction is approximately 4.0 billion euros ($4.8 billion), including the assumption of GTECH's existing net debt.

The acquisition will be effected by means of a "cash merger" of a special purpose vehicle into GTECH as a result of which the shareholders of GTECH will be entitled to receive the $35.00 per share in cash and the GTECH shares shall be delisted.

Lottomatica will fund the transaction through:

* available cash of 0.4 billion euros ($0.48 billion);

* a 1.4 billion euros ($1.7 billion) rights issue, expected to be voted upon by Lottomatica in April 2006 and launched in May 2006;

* 0.75 billion euros ($0.9 billion) of non-convertible subordinated securities expected to be issued in May 2006;

* the proceeds of a 1.9 billion euros equivalent ($2.3 billion) senior loan, to be extended to the special purpose vehicle to merge into GTECH at the closing of the transaction; the loan will be guaranteed by Lottomatica.

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