International Game Technology plc (NYSE: IGT) and Everi Holdings Inc. (NYSE: EVRI) have announced a definitive agreement for the simultaneous acquisition of IGT's gaming and digital business ("IGT Gaming") and Everi by a newly formed holding company owned by funds managed by affiliates of Apollo Global Management, Inc. (NYSE: APO) ("Apollo Funds") in an all-cash transaction totaling approximately $6.3 billion. Under the terms of the agreement, Everi stockholders will receive $14.25 per share in cash, representing a 56% premium over Everi's closing share price on July 25, 2024. IGT will receive $4.05 billion of gross cash proceeds for IGT Gaming, which it plans to use to repay debt and return to shareholders.
Upon completion of the sale of IGT Gaming to the Apollo Funds, IGT will change its name and stock ticker symbol, becoming a premier pure play lottery business. De Agostini S.p.A., the majority shareholder of IGT, has committed to make a minority equity investment in the combined enterprise at the closing of the transaction.
The transaction has been unanimously approved by a special committee of the IGT board of directors and all members of the Everi board of directors. IGT CEO Vince Sadusky emphasized that the transaction will allow IGT Gaming to continue to invest in and enhance its growing core segments while providing customers with a more comprehensive portfolio of offerings. Randy Taylor, Everi President and CEO, expressed confidence in the significant and certain value the transaction provides to Everi stockholders, as well as the opportunities for both companies to lead, innovate, and provide unparalleled value to their customers.
The acquisition is expected to be completed by the end of the third quarter of 2025, subject to customary closing conditions, including regulatory approvals and approval by Everi stockholders. IGT shareholder approval is not required for the transaction.
In light of this transaction with Apollo, Everi will not host an earnings conference call, while IGT will release its second quarter 2024 financial results and hold its earnings conference call as planned on July 30, 2024.
Macquarie Capital, Deutsche Bank, and Mediobanca are serving as financial advisors to IGT, while Sidley Austin LLP, White & Case LLP, and Wachtell, Lipton, Rosen & Katz are providing legal counsel to IGT. Global Leisure Partners LLC is serving as the exclusive financial advisor to Everi, with Houlihan Lokey providing additional financial advice to Everi's board of directors. Pillsbury Winthrop Shaw Pittman LLP is serving as legal counsel to Everi, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal counsel to the Apollo Funds.
Upon completion of the transaction, IGT CEO Vince Sadusky will oversee the separation of IGT Gaming and support the transition through transaction completion. Post-closing, Mr. Sadusky will continue in his role, leading the lottery-focused company under its new name and stock ticker symbol. Following the acquisitions of IGT Gaming and Everi by the Apollo Funds, Fabio Celadon will serve as CFO, and Mark Labay will assume the role of Chief Integration Officer of the combined enterprise. The newly formed combined enterprise will be headquartered in Las Vegas. The market has reacted to these announcements by moving the company's shares 40.3% to a price of $12.82. For more information, read the company's full 8-K submission here.
