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2 This
presentation contains forward-looking statements (including within the
meaning of the Private Securities Litigation Reform Act of 1995) concerning
IGT, GTECH, Georgia Worldwide PLC (NewCo), the proposed transactions and
other matters. These statements may discuss goals, intentions and
expectations as to future plans, trends, events, results of operations or
financial condition, or otherwise, based on current beliefs of the management
of IGT and GTECH as well as assumptions made by, and information currently
available to, such management. Forward-looking statements may be accompanied
by words such as aim, anticipate, believe, plan, could, would,
should, estimate, expect, forecast, future, guidance, intend,
may, will, possible, potential, predict, project or similar
words, phrases or expressions. These forwardlooking statements are subject
to various risks and uncertainties, many of which are outside the parties
control. Therefore, you should not place undue reliance on such statements.
Factors that could cause actual results to differ materially from those in
the forward-looking statements include failure to obtain applicable
regulatory or shareholder approvals in a timely manner or otherwise; failure
to satisfy other closing conditions to the proposed transactions; risks that
the new businesses will not be integrated successfully or that the combined
companies will not realize estimated cost savings, value of certain tax
assets, synergies and growth or that such benefits may take longer to realize
than expected; failure to realize anticipated benefits of the combined
operations; risks relating to unanticipated costs of integration; reductions
in customer spending, a slowdown in customer payments and changes in customer
demand for products and services; unanticipated changes relating to
competitive factors in the industries in which the companies operate; ability
to hire and retain key personnel; the potential impact of announcement or
consummation of the proposed transactions on relationships with third
parties, including customers, employees and competitors; ability to attract
new customers and retain existing customers in the manner anticipated;
reliance on and integration of information technology systems; changes in
legislation or governmental regulations affecting the companies;
international, national or local economic, social or political conditions
that could adversely affect the companies or their customers; conditions in
the credit markets; risks associated with assumptions the parties make in
connection with the parties critical accounting estimates and legal
proceedings; and the parties international operations, which are subject to
the risks of currency fluctuations and foreign exchange controls. The
foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that affect the
parties businesses, including those described in IGTs Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other
documents filed from time to time with the Securities and Exchange Commission
(the SEC) and those described in GTECHs annual reports, registration
documents and other documents filed from time to time with the Italian
financial market regulator (CONSOB). Except as required under applicable law,
the parties do not assume any obligation to update these forward-looking
statements. Nothing in this announcement is intended, or is to be construed,
as a profit forecast or to be interpreted to mean that earnings per GTECH
share or IGT share for the current or any future financial years or those of
the combined group, will necessarily match or exceed the historical published
earnings per GTECH share or IGT share, as applicable. Forward-looking
Statements
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