International Game Technology Plc & Ors, Re [2015] EWHC 717 (Ch) (19 March 2015)

International Game Technology Plc & Ors, Re [2015] EWHC 717 (Ch) (19 March 2015)

The court has jurisdiction under Regulation 16 to make a conditional order approving a cross-border merger, and in the circumstances of this case, where the conditions are reasonable, the parties are contractually obliged to complete, and there is no risk of futility, it is appropriate to exercise discretion to approve the merger subject to conditions.

Citation
[2015] EWHC 717 (Ch)
Parties
Claimant: International Game Technology Plc (formerly Georgia Worldwide plc); Claimant: GTECH S.p.A.
Jurisdiction
England and Wales
Judgment Date
19 March 2015
Procedural Posture
Application Under Companies (cross Border Mergers) Regulations 2007 / Final Order Approving Cross Border Merger
Outcome
Application granted; cross-border merger approved subject to conditions.
Legal Topics
Cross Border Mergers, Court Approval of Mergers, Conditional Orders, Directive 2005/56/ec Implementation
Company Law Mergers and Acquisitions European Union Law Cross Border Mergers Court Approval of Mergers Conditional Orders Directive 2005/56/ec Implementation

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Parties

International Game Technology Plc (formerly Georgia Worldwide plc)

Claimant

GTECH S.p.A.

Claimant

Procedural Posture

Application Under Companies (cross Border Mergers) Regulations 2007 / Final Order Approving Cross Border Merger

Legal Issues

  1. 1 Does the court have jurisdiction under Regulation 16 of the Companies (Cross-Border Mergers) Regulations 2007 to make an order approving a cross-border merger subject to conditions?
  2. 2 Should the court exercise its discretion to make such a conditional order in the circumstances of this case?

Ratio Decidendi

The court has jurisdiction under Regulation 16 to make a conditional order approving a cross-border merger, and in the circumstances of this case, where the conditions are reasonable, the parties are contractually obliged to complete, and there is no risk of futility, it is appropriate to exercise discretion to approve the merger subject to conditions.

Court Disposition

Application granted; cross-border merger approved subject to conditions.

Orders

  • Completion of the proposed cross-border merger between GTECH S.p.A. and International Game Technology Plc approved pursuant to Regulation 16 of the Companies (Cross-Border Mergers) Regulations 2007.
  • The consequences of the merger to take effect as of 12.01 a.m. on 7 April 2015, subject to agreement by that time and date that all conditions in Article VI of the merger agreement have been satisfied or waived and the merger agreement not having been terminated.