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International Lottery Closes 'Going Private' Deal.


2 January 2015 - US-based lottery systems supplier International Lottery and Totalizer Systems, Inc (OTC PINK: ITSI) have merged with and into a wholly owned subsidiary, Delaware International Lottery and Totalizator Systems, Inc., the companies said.

According to the companies, the purpose of the merger was to change the state of incorporation of ILTS California from California to Delaware.

The merger was effected pursuant to that certain agreement and plan of merger, dated January 8, 2014, which was approved and adopted by Berjaya Lottery Management Ltd., the holder of 9,245,317 shares of the common stock of ILTS California, representing 71.3% of the outstanding shares, by written consent on January 9, 2014.

A certificate of merger was filed with the secretary of State of the State of Delaware and the secretary of State of the State of California on December 30, 2014.

Under the deal, ILTS Delaware is the surviving corporation and changed its name to "International Lottery and Totalizator Systems, Inc."

On the effective date of the merger, the issued and outstanding shares of common stock, without par value, of ILTS California automatically converted into shares of the common stock of ILTS Delaware on a one-for-one basis, and ILTS Delaware succeeded to all the assets, rights, powers, property, debts, liabilities and obligations of ILTS California.

The shareholders of ILTS California were not required to surrender their certificates for the common stock of ILTS California, but may, at their option, surrender such certificates and receive certificates of ILTS Delaware common stock. The merger did not result in any change in the business, management, location of the principal executive offices, assets or liabilities of ILTS California.

Country: USA

Sector: Hotels/Restaurants/Casinos/Catering

Target: International Lottery, Totalizator Systems, Inc

Buyer: International Lottery and Totalizator Systems, Inc

Deal size in USD:

Type: Restructuring

Financing: Stock

Status: Closed

Buyer advisor: , ,


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Publication:M & A Navigator
Geographic Code:1U9CA
Date:Jan 2, 2015
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