We will hold a special meeting of the stockholders of GTECH Holdings Corporation, a Delaware corporation, or GTECH, which will be held at GTECH’s corporate headquarters, located at 55 Technology Way, West Greenwich, Rhode Island, 02817 on June 7, 2006, at 9:00 a.m., local time:

Only holders of record of GTECH common stock as of the close of business on May 4, 2006 are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the special meeting. The affirmative vote of the holders of a majority of the outstanding shares of GTECH common stock entitled to vote is required to adopt the merger agreement. The affirmative vote of holders of a majority of the shares of GTECH common stock present and entitled to vote is required to adjourn or postpone the special meeting.

Your vote is very important regardless of the number of shares you own. A failure to submit a proxy or vote in person will have the same effect as a vote against adoption of the merger agreement.

Whether or not you plan to attend the special meeting in person, please complete, date and sign the enclosed proxy card and return it in the envelope provided as soon as possible. No postage need be affixed if the proxy card is mailed in the United States. If you receive more than one proxy card because you own shares that are registered differently, please vote all of your shares shown on all of your proxy cards. If you return a properly signed proxy card but do not indicate how you want to vote, your shares will be voted “FOR” adoption of the merger agreement and “FOR” approval of the adjournment or postponement proposal. If your shares are held in an account at a brokerage firm or bank, you must instruct them on how to vote your shares. Submitting a proxy will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting.

The GTECH board of directors recommends that stockholders vote “FOR” adoption of the merger agreement.

PLEASE DO NOT SEND ANY STOCK CERTIFICATES AT THIS TIME. IF THE MERGER IS COMPLETED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE SURRENDER OF YOUR STOCK CERTIFICATES.

Under the General Corporation Law of the State of Delaware, holders of GTECH common stock who do not vote in favor of adopting the merger agreement will have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery if the proposed merger is completed, but only if they submit a written demand for an appraisal prior to the vote on the adoption of the merger agreement, they do not vote or otherwise submit a proxy in favor of the merger agreement and they comply with the procedures under the General Corporation Law of the State of Delaware explained in the accompanying proxy statement. See the section captioned “Appraisal Rights.”

The enclosed proxy statement provides a detailed description of the proposed merger, the merger agreement and related matters. We urge you to read the proxy statement and its annexes carefully. If you have any questions about the proposed merger, please call Georgeson Shareholder Communications, Inc. at (866) 283-1945.

This summary highlights important information discussed in greater detail elsewhere in this proxy statement. This summary may not contain all of the information that is important to you. Accordingly, we urge you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. We have included page references parenthetically to direct you to a more complete description of the topics in this summary. In this proxy statement, the terms “we”, “us”, “our”, “our corporation”, and “GTECH” refer to GTECH Holdings Corporation, and the term “Lottomatica” refers to Lottomatica S.p.A.

GTECH Holdings Corporation, a Delaware corporation, is a global gaming and technology corporation providing software, networks and professional services that power high-performance transaction processing systems. GTECH is the world’s leading operator of highly-secure online lottery transaction processing systems, doing business in 51 countries worldwide, and has a growing presence in commercial gaming technology and financial services transaction processing. GTECH’S common stock is traded on the New York Stock Exchange under the symbol “GTK”.

Lottomatica S.p.A., an Italian corporation, operates the Italian “Lotto”, which is one of the largest lotteries in the world, and is the market leader in the Italian gaming industry. With annual wagers of $16.8 billion, Lottomatica has a network of 44,000 lottery terminals, and offers services through its three main business segments — lotteries, sports games and betting, and commercial services. Lottomatica is headquartered in Rome and is publicly traded on the Milan stock market under the symbol “LTO”. De Agostini S.p.A., a privately held Italian corporation, holds, directly or indirectly, approximately 58 percent of Lottomatica’s equity interests. In this proxy statement, the term “De Agostini” refers to De Agostini S.p.A.

Gold Holding Co., a Delaware corporation, is a direct, wholly-owned subsidiary of Lottomatica, formed for the purpose of consummating the proposed merger. In this proxy statement, the term “Gold Holding” refers to Gold Holding Co.

Gold Acquisition Corp., a Delaware corporation, is a direct, wholly-owned subsidiary of Gold Holding, and an indirect wholly — owned subsidiary of Lottomatica, formed for the purpose of consummating the proposed merger and the related financing transactions. In this proxy statement, the term “Acquisition Co” refers to Gold Acquisition Corp.

Date, Time, and Place.  The special meeting will be held on June 7, 2006, at 9:00 a.m., local time, at GTECH’s corporate headquarters, located at 55 Technology Way, West Greenwich, RI 02817.

Proposals to be Considered.  At the special meeting, you will be asked to consider a proposal to adopt the merger agreement. If necessary, you will also be asked to consider a proposal to adjourn or postpone the special meeting to solicit additional proxies in favor of adoption of the merger agreement if there are insufficient votes at the time of the meeting to adopt the merger agreement.

Record Date; Shares Entitled to Vote; Quorum.  Only holders of record of our common stock as of the close of business on May 4, 2006, the record date for the special meeting, are entitled to vote at the special meeting. Each outstanding share of our common stock on the record date entitles the holder to notice of and to one vote on each matter submitted to stockholders for approval at the special meeting. As of the record date, there were 127,353,511 shares of our common stock outstanding and entitled to be voted on the proposals to be considered at the special meeting. The presence, in person or by proxy, of holders of a majority of the outstanding

Vote Required.  Under Delaware law, and pursuant to the merger agreement, we cannot complete the proposed merger unless the merger agreement is adopted by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. Under Delaware law, the affirmative vote of a majority of the shares present and entitled to vote is required to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in favor of adoption of the merger agreement if there are insufficient votes at the time of the meeting to adopt the merger agreement.

Our directors and executive officers as a group beneficially own 5,610,214 shares, or less than 4.5%, of our common stock. This number excludes shares issuable upon the exercise of options that will terminate in connection with the completion of the proposed merger. See the section captioned “The Proposed Merger — Interests of Our Directors and Executive Officers in the Proposed Merger” on page 41. Neither we nor Lottomatica has entered into any agreements with these directors or officers with respect to the voting of their shares in connection with the merger; however, we expect these directors and officers to vote their shares in favor of the proposed merger.

Procedures for Voting.  Holders of record of our common stock may vote their shares by attending the special meeting and voting their shares of our common stock in person, or by completing the enclosed proxy card, dating and signing it and mailing it in the enclosed postage-prepaid envelope.

Stockholders who hold their shares of our common stock in “street name”, meaning in the name of a bank, broker or other person who is the record holder, must either direct the record holder of their shares of our common stock how to vote their shares or obtain a proxy from the record holder to vote their shares at the special meeting.

Stockholders who have questions or requests for assistance in completing and submitting proxy cards should contact Georgeson Shareholder Communications, Inc., our proxy solicitor, at (866) 283-1945. See the section captioned “The Special Meeting of Stockholders — Procedures for Voting” on page 15.

Voting of Proxies.  All shares of our common stock represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in the manner specified by the holder. If a stockholder returns a properly signed proxy card but does not indicate how the stockholder wants to vote, the stockholder’s proxy will be counted as a vote “FOR” adoption of the merger agreement and “FOR” approval of the adjournment or postponement proposal. Brokers or other nominees who hold shares of our common stock in “street name” for customers who are the beneficial owners of such shares may not give a proxy to vote those customers’ shares in the absence of specific instructions from those customers. These non-voted shares of our common stock will not be counted as votes cast or shares voting and will have the same effect as votes “AGAINST” adoption of the merger agreement. See the section captioned “The Special Meeting of Stockholders — Voting of Proxies and Failure to Vote” on page 15.

Revocability of Proxies.  Holders of our common stock may change their vote at any time before their proxy card is voted at the special meeting. A stockholder can do this in one of three ways. First, the stockholder can send a written, dated notice to the Secretary of GTECH at 55 Technology Way, West Greenwich, RI 02817, who must receive it before the proxy has been voted at the special meeting, stating that the stockholder would like to revoke the proxy. Second, before the proxy has been voted at the special meeting, a stockholder can complete, date and submit a new proxy card. Third, a stockholder can attend the meeting and vote in person. Attendance, by itself, will not revoke a proxy. It will only be revoked if the stockholder actually votes at the special meeting. If a stockholder has instructed a broker to vote the stockholder shares, the stockholder must follow directions received from the broker to change those instructions. See the section captioned “The Special Meeting of Stockholders — Revocability of Proxies” on page 16.

Failure to Vote.  If you fail to vote by proxy or in person, it will have the same effect as a vote against the adoption of the merger agreement.

After careful consideration, our board of directors, by a unanimous vote of those present throughout the January 10, 2006 meeting described below under the caption “The Proposed Merger — Background of the Proposed Merger”:

Mr. Turner recused himself from the foregoing determination and approval due to a potential conflict of interest as he expects to serve as a director and officer of Lottomatica and GTECH following completion of the proposed merger.

For a discussion of the principal factors considered by our board of directors in reaching its conclusions, See the section captioned “The Proposed Merger — Reasons for the Proposed Merger and Recommendation of the Board of Directors”.

In connection with the proposed merger, Citigroup Global Markets Inc., our financial advisor, which we refer to as Citigroup, and Houlihan Lokey Howard & Zukin, which we refer to as Houlihan Lokey, each delivered to our board of directors an opinion that, as of the date of the merger agreement and subject to the various qualifications and assumptions set forth therein, the consideration to be received in the proposed merger by the holders of our common stock was fair, to them, from a financial point of view. The full text of the written opinions of Citigroup and Houlihan Lokey dated January 10, 2006, which set forth the assumptions made, matters considered and limitations on the scope of review undertaken by Citigroup and Houlihan Lokey in rendering their respective opinions, are attached to this proxy statement as Annexes B and C, respectively. We urge you to read each opinion carefully in its entirety.

In considering the recommendation of the GTECH board of directors that you vote “FOR” adoption of the merger agreement, you should be aware that the members of the GTECH board of directors and GTECH’s executive officers have personal interests in the proposed merger that are or may be different from, or in addition to, the interests of other GTECH stockholders. These interests include:

Under the General Corporation Law of the State of Delaware, holders of GTECH common stock who do not vote in favor of adopting the merger agreement will have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery if the proposed merger is completed, but only if they submit a written demand for an appraisal prior to the vote on the adoption of the merger agreement, do not vote or otherwise submit a proxy in respect of the merger agreement and comply with the procedures under the General Corporation Law of the State of Delaware described in this proxy statement. After the proposed merger, these shares will not represent any interest in the surviving corporation other than the right to receive this cash payment.

If you validly demand appraisal of your shares in accordance with Delaware law and do not withdraw your demand or otherwise forfeit your appraisal rights, you will not receive the merger consideration. Instead, after completion of the proposed merger, a court will determine the fair value of your shares exclusive of any value arising from the completion or the expectation of the proposed merger. This appraisal amount could be more than, the same as or less than the amount a stockholder would be entitled to receive under the terms of the merger agreement.

Under the merger agreement, if holders of more than 10% of GTECH’s common stock outstanding immediately prior to the completion of the proposed merger validly demand appraisal of their shares in accordance with Delaware law and do not withdraw their demand or otherwise forfeit their appraisal rights, one of the conditions to the obligations of Gold Holding and Acquisition Co to complete the proposed merger will not be satisfied.

Appraisal rights will not apply if the proposed merger is not completed for any reason.

Lottomatica and its subsidiaries will fund the proposed merger through available cash; a rights issue, which was approved by Lottomatica’s shareholders in April 2006 and is expected to be launched in May 2006; an issue of subordinated interest-deferrable capital securities currently expected to be issued in May 2006; and the proceeds of a senior loan, to be extended to Acquisition Co, which loan will be guaranteed by Lottomatica and certain of its subsidiaries. Affiliates of Credit Suisse and Goldman Sachs (i) have agreed to enter into an underwriting agreement, pursuant to which they will underwrite (severally and not jointly) the shares to be issued in connection with Lottomatica’s rights issue (net of the shares to be subscribed for by De Agostini and its indirect subsidiary Nuova Tirrena S.p.A., pursuant to their subscription rights and any shares which Mediobanca - Banca di Credito Finanziaro S.p.A., as beneficiary of a swap agreement with De Agostini covering 6,198,773 shares of Lottomatica stock, may undertake to subscribe for), which remain unsubscribed following the rights issue; (ii) have agreed to enter into a subscription agreement pursuant to which they will procure subscribers for, or failing which, subscribe for (severally and not jointly) Lottomatica’s issuance of subordinated interest-deferrable capital securities; and (iii) have committed to provide the debt financing. The availability of the financing is subject to the conditions described under the caption “The Proposed Merger — Financing” on page 49.

The obligations of Gold Holding and Acquisition Co to complete the proposed merger are subject to the satisfaction or waiver of the following conditions, among others:

The merger agreement restricts our ability to, among other things, solicit or enter into discussions or negotiations with a third party regarding alternative merger, business combination or acquisition transactions involving GTECH and the ability of our board of directors to change or withdraw its recommendation of the merger agreement. Notwithstanding these restrictions, prior to the time that GTECH stockholders adopt the merger agreement, our board of directors may respond to an unsolicited written proposal for an alternative acquisition that our board of directors determines could reasonably be expected to lead to a superior proposal (as described under the caption “The Merger Agreement — Right to Accept a Superior Proposal” on page 60) by furnishing information with respect to GTECH or by participating in discussions or negotiations with the party or parties making the competing proposal, so long as we comply with the terms of the merger agreement. In addition, prior to the time GTECH stockholders adopt the merger agreement, our board of directors may cause us to terminate the merger agreement in order for us to enter into an acquisition agreement with respect to a superior proposal, so long as we comply with the terms of the merger agreement. Our board of directors may also withdraw its recommendation of the merger agreement if it concludes that the failure to do so is reasonably likely to result in a breach of its fiduciary obligations to GTECH’s stockholders. In the event that GTECH terminates the merger agreement to enter into an acquisition agreement with respect to a superior proposal, GTECH is required to pay to Gold Holding Co. a termination fee of $163,000,000.

The merger agreement may be terminated at any time prior to the completion of the proposed merger:

Termination Fee Payable by GTECH.  Under the merger agreement, GTECH must pay to Gold Holding a termination fee of $163,000,000 if:

One purpose of this termination fee is to compensate Gold Holding, in the event that the proposed merger is abandoned by GTECH to pursue a competing proposal, for the financial and other resources which Gold Holding and Lottomatica have expended in connection with entering into the merger agreement and seeking to complete the proposed merger. One effect of the termination fee provision is to make it more expensive for any other potential acquiror of GTECH to acquire control of GTECH.

Termination Fee Payable by Gold Holding.  If the merger agreement is terminated for failure of the financing condition to be satisfied as a result of (i) Lottomatica not obtaining or maintaining a corporate and senior loan credit rating of at least Baa3/BBB- by, respectively, Moody’s Investors Service and Standard & Poor’s assuming completion of the proposed merger, or (ii) Lottomatica’s rights issue described below under the caption “The Proposed Merger — Financing” not being completed (provided the failure of such condition was not primarily the result of any breach of the merger agreement by GTECH), then upon demand by GTECH, Gold Holding must pay to GTECH a termination fee of $50,000,000, in which event GTECH shall have no further claim or remedies against Lottomatica or De Agostini or any of their affiliates in connection with the merger agreement.

One purpose of the termination fee is to compensate GTECH, in the event that the proposed merger is abandoned for the failure of acquisition financing for specific reasons, for the financial and other resources GTECH has expended in connection with entering into the merger agreement and seeking to complete the proposed merger.

For additional information regarding the termination fee provisions and the circumstances under which these fees are payable, see the section captioned “The Merger Agreement — Termination Fees” on page 64.

As described above under “Conditions to the Proposed Merger”, the obligations of Gold Holding and Acquisition Co to effect the proposed merger are subject to the satisfaction or waiver of, among other conditions, the termination or expiration of any waiting period (and any extension thereof) applicable to the proposed merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the European Community Merger Regulation.

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 and related rules provide that transactions such as the proposed merger may not be completed until specified information has been submitted to the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice and specified waiting period requirements have been satisfied. On February 7, 2006, GTECH, and on February 9, 2006, De Agostini, filed a Notification and Report Form with the Antitrust Division and the Federal Trade Commission. On February 17, 2006, the Federal Trade Commission granted GTECH and De Agostini an early termination of the Hart-Scott-Rodino waiting period.

European Community Merger Regulation 139/2004 requires that transactions such as the proposed merger may not be completed until specified information has been submitted to the European Commission and the proposed merger has been approved. On April 7, 2006, Lottomatica filed the required information with the European Commission.

Upon completion of the proposed merger, each outstanding option to purchase shares of our common stock, whether vested or unvested, will be canceled in consideration for a cash payment, without interest, equal to the excess, if any, of $35.00 over the per share exercise price for the option multiplied by the number of shares subject to the option, and each outstanding share of our common stock subject to transfer restrictions or forfeiture back to GTECH will be converted into the right to receive $35.00 in cash, without interest.

With respect to the GTECH Employee Stock Purchase Plan, which we refer to as the ESPP, pursuant to the merger agreement, in connection with the completion of the proposed merger, each participant’s accumulated payroll deductions shall be used to purchase shares of GTECH common stock in accordance with the terms of the ESPP (which provides that the shares will be purchased at a price per share equal to the lower of 85% of the closing price of the shares on the first day of the ESPP offering period or 85% of the $35.00 per share merger consideration), and the shares of GTECH common stock purchased thereunder shall be canceled upon completion of the merger and converted into the right to receive the merger consideration.

This proxy statement contains forward-looking statements about our plans, objectives, expectations and intentions. You can identify these statements by words such as “expect”, “anticipate”, “intend”, “plan”, “believe”, “seek”, “estimate”, “may”, “will” and “continue” or similar words. You should read statements that contain these words carefully. They discuss our future expectations or state other forward-looking information, and may involve known and unknown risks over which we have no control, including, without limitation:

You should not place undue reliance on forward-looking statements. We cannot guarantee when, or whether, the conditions to the proposed merger will be satisfied or waived and therefore when, or whether, the proposed merger will be completed. In addition, we cannot guarantee any future results, levels of activity, performance or achievements. The statements made in this proxy statement represent our views as of the date of this proxy statement, and it should not be assumed that the statements made herein remain accurate as of any future date. Moreover, we assume no obligation to update forward-looking statements or update the reasons actual results could differ materially from those anticipated in forward-looking statements, except as required by law.

We are furnishing this proxy statement to you, as a holder of our common stock, as part of the solicitation of proxies by GTECH’s board of directors for use at the special meeting of stockholders described below.

The special meeting will be held at GTECH’s corporate headquarters, located at 55 Technology Way, West Greenwich, RI 02817 on June 7, 2006 at 9:00 a.m., local time.

At the special meeting you will be asked:

If the proposed merger is completed, each share of stock will be converted into the right to receive $35.00 in cash, without interest. After the merger, these shares will not represent any interest in the surviving corporation other than the right to receive this cash payment. GTECH stockholders who perfect their appraisal rights in accordance with Delaware law will not receive the merger consideration. See the section captioned “Appraisal Rights” on page 68.

After careful consideration, our board of directors, by a unanimous vote of those present throughout the January 10, 2006 meeting described above:

Mr. Turner recused himself from the foregoing determination and approval due to a potential conflict of interest as he expects to serve as a director and officer of Lottomatica and GTECH following completion of the proposed merger.

Only holders of record of GTECH common stock as of the close of business on May 4, 2006 are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the special meeting. Each outstanding share of our common stock on the record date entitles the holder to notice of and to one vote on each matter submitted to stockholders for approval at the special meeting. As of the record date, there were 127,353,511 shares of our common stock outstanding and entitled to be voted on the proposals to be considered at the special meeting.

A quorum of our stockholders is necessary to have a valid stockholders’ meeting. The required quorum for the transaction of business at the special meeting is the presence, in person or represented by proxy, of holders of a majority of the outstanding GTECH common stock entitled to vote at the special meeting. Both abstentions and broker “non-votes” will be counted as present for purposes of determining the existence of a quorum. In the event that a quorum is not present at the special meeting, we currently expect that we will adjourn or postpone the special meeting to solicit additional proxies in favor of adoption of the merger agreement.

Under Delaware law, and pursuant to the merger agreement, we cannot complete the proposed merger unless the merger agreement is adopted by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. Under Delaware law, the affirmative vote of a majority of the shares present and entitled to vote is required to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in favor of adoption of the merger agreement if there are insufficient votes at the time of the meeting to adopt the merger agreement.

Our directors and executive officers as a group beneficially own 5,606,670 shares, or less than 4.5%, of our common stock. This number excludes shares issuable upon the exercise of options that will terminate in connection with the completion of the proposed merger. See the section captioned “The Proposed Merger — Interests of our Directors and Executive Officers in the Proposed Merger” on page 41. Neither we nor Lottomatica or its subsidiaries have entered into any agreements with these directors or officers with respect to the voting of their shares in connection with the merger; however, we expect these directors and officers to vote their shares in favor of the proposed merger.

Holders of record of our common stock may vote their shares by attending the special meeting and voting their shares of our common stock in person, or by completing the enclosed proxy card, dating and signing it and mailing it in the enclosed postage-prepaid envelope.

Stockholders who hold their shares of our common stock in “street name”, meaning in the name of a bank, broker or other person who is the record holder, must either direct the record holder of their shares of our common stock how to vote their shares or obtain a proxy from the record holder to vote their shares at the special meeting.

Stockholders who have questions or requests for assistance in completing and submitting proxy cards should contact Georgeson Shareholder Communications, Inc., our proxy solicitor, at (866) 283-1945.

All shares of our common stock represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in the manner specified by the holder. If a stockholder returns a properly signed proxy card but does not indicate how the stockholder wants to vote, the stockholder’s proxy will be counted as a vote “FOR” adoption of the merger agreement and “FOR” approval of the adjournment or postponement proposal.

If a stockholder fails to vote by proxy or in person, it will have the same effect as a vote “AGAINST” the adoption of the merger agreement. Failure to vote your proxy or to vote in person will have no effect on the approval of the adjournment or postponement proposal.

Brokers or other nominees who hold shares of our common stock in “street name” for customers who are the beneficial owners of such shares may not give a proxy to vote those customers’ shares in the absence of specific instructions from those customers. These non-voted shares of our common stock (i) will not be counted as votes cast or shares voting and will have the same effect as votes “AGAINST” adoption of the merger agreement and (ii) will have no effect on the approval of the adjournment or postponement proposal.

Holders of our common stock may change their vote at any time before their proxy card is voted at the special meeting. A stockholder can do this in one of three ways. First, the stockholder can send a written, dated notice to the Secretary of GTECH at 55 Technology Way, West Greenwich, RI 02817, who must receive it before the proxy has been voted at the special meeting, stating that the stockholder would like to revoke the proxy. Second, before the proxy has been voted at the special meeting, a stockholder can complete, date and submit a new proxy card. Third, a stockholder can attend the meeting and vote in person. Attendance, by itself, will not revoke a proxy. It will only be revoked if the stockholder actually votes at the special meeting. If a stockholder has instructed a broker to vote the stockholder shares, the stockholder must follow directions received from the broker to change those instructions.

In addition to solicitation by mail, our directors, officers and employees may solicit proxies by telephone, other electronic means or in person. Our directors, officers and employees will not receive any additional compensation for their services, but we will reimburse them for their out-of-pocket expenses. We will reimburse banks, brokers, nominees, custodians and fiduciaries for their reasonable expenses in forwarding copies of this proxy statement to the beneficial owners of shares of our common stock and in obtaining voting instructions from those owners. We will pay all expenses of filing, printing and mailing this proxy statement.

We have retained Georgeson Shareholder Communications, Inc. to assist in the solicitation of proxies by mail, telephone or other electronic means, or in person, for a fee of approximately $15,000 (subject to increase if additional services are requested), plus reasonable expenses relating to the solicitation.

We are not currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement. Under our bylaws, business transacted at the special meeting is limited to matters relating to the purposes stated in the notice of special meeting, which is provided at the beginning of this proxy statement. If other matters do properly come before the special meeting, or at any adjournment or postponement of the special meeting, we intend that shares of our common stock represented by properly submitted proxies will be voted by and at the discretion of the persons named as proxies on the proxy card. In addition, the grant of a proxy will confer discretionary authority on the persons named as proxies on the proxy card to vote in accordance with their best judgment on procedural matters incidental to the conduct of the special meeting.

From time to time prior to the Spring of 2005, GTECH’s management had received unsolicited indications from third parties suggesting that they might be interested in a strategic transaction. On each occasion, GTECH’s management informed and discussed the indications with Mr. Robert M. Dewey, Jr. our non-executive Chairman of the Board, or our board of directors as a whole. On several occasions prior to May 2005, these contacts resulted in preliminary discussions about the feasibility of a transaction, including with representatives of De Agostini, but none of these discussions advanced beyond the initial exploratory stage.

During May 2005, an institutional shareholder contacted Mr. Bruce Turner, our President and Chief Executive Officer, indicating that a prominent private equity firm, which we refer to as Party A, was interested in exploring a potential leveraged buyout of GTECH. During the following weeks, Mr. Turner and members of management met with representatives of Party A several times to discuss Party A’s interest in pursuing a transaction. Based on these preliminary discussions, our management concluded there was a reasonable likelihood that allowing Party A to conduct due diligence would result in a specific proposal that might be attractive to our board of directors and our stockholders. Throughout this period, including during the June 20, 2005 meeting of our board of directors, Mr. Turner conveyed the general nature of the discussions and contacts with Party A to Mr. Dewey, who kept the other members of our board of directors apprised of such developments, or our board of directors as a whole. On June 24, 2005, we entered into a confidentiality agreement with Party A, pursuant to which we granted Party A access to confidential information regarding GTECH and Party A agreed not to acquire GTECH stock or take other actions that would result in acquiring control of GTECH or its assets for a specified period of time.

Thereafter Party A and its legal and financial advisors participated in due diligence sessions with Mr. Turner, Mr. Jaymin Patel, our Chief Financial Officer, Mr. Walter DeSocio, our General Counsel, Mr. Donald Sweitzer, our Senior Vice President, Global Business Development and Public Affairs, Mr. Marc Crisafulli, our Senior Vice President Gaming Solutions, Mr. Joseph Nadan, our then Senior Vice President and Chief Technology Officer, Mr. Timothy Nyman, our Senior Vice President Global Services, and other members of management, and accessed confidential legal and financial information regarding GTECH, including management’s strategic plan. GTECH’s management also assisted Party A in its presentations to rating agencies regarding financing for a leveraged buyout of the company. During the period of Party A’s due diligence investigation of GTECH, Mr. Turner also met with representatives of Party A to discuss Party A’s desire that our senior management participate in any leveraged buyout of GTECH that Party A might propose (which Mr. Turner thereafter discussed with other members of senior management). While Party A indicated that management participation would be a condition to any transaction, these discussions did not advance beyond the preliminary stage and our management did not make any commitments to Party A about such participation. During this period, our management continued to convey the general nature of the discussions and contacts with Party A to Mr. Dewey.

During early July 2005, management informed Mr. Dewey that it had been advised that Party A was planning to communicate directly with our board of directors at its regular meeting scheduled for August 1 and 2, 2005, to set forth a proposed basis for negotiating a transaction. In July 2005, Mr. Dewey, after considering other potential financial advisors and consulting with several other directors and GTECH’s outside counsel, Edwards Angell Palmer & Dodge LLP, which we refer to as EAP&D, and subject to ratification by the entire board of directors (which subsequently was obtained), retained Citigroup Global Markets Inc., which we refer to as Citigroup, as financial advisor to our board of directors, and Cravath, Swaine & Moore LLP, which we refer to as Cravath, as special legal counsel to our board of directors, in each case to advise our board of directors in connection with its review of any acquisition proposal and GTECH’s other strategic options. Prior to engaging Citigroup, Mr. Dewey was informed of Citigroup’s relationships with the company.

Prior to the August board meeting, Mr. Dewey and Mr. Turner agreed that, in light of the expectation that any proposal by Party A would contemplate participation by senior management of GTECH, Mr. Turner should recuse himself from the deliberations of our board of directors on any proposal from Party A and any related matters. As a result, Mr. Turner did not participate in his capacity as director of GTECH in any of the deliberations or votes of our board of directors described below relating to the proposed transactions, although at the board’s request and acting

On August 1, 2005, our board of directors convened for a regularly scheduled two-day meeting in connection with our Annual Meeting of Stockholders. Our directors were aware of Party A’s intention to communicate with them during the meeting. During the first day of this meeting, management briefed the board in detail about GTECH’s results and business plan. Our board of directors asked management to defer giving its view on the attractiveness of pursuing a strategic transaction until the board had an opportunity to meet with its advisors. Party A delivered a sealed envelope addressed to the board of directors on August 2, 2005. Before our directors opened this letter, representatives of Cravath discussed with our board of directors the legal standards that would govern its consideration of any acquisition proposal that might be received from Party A or another party and the duties of directors of a Delaware corporation facing a possible change of control. In addition, before our directors opened this letter, representatives of Citigroup made a financial presentation regarding GTECH, that had been prepared before receipt of the Party A communication and without knowledge of the terms of the expression of interest.

Following this discussion, our board of directors reviewed the expression of interest from Party A. The expression of interest described the substantial amount of time and resources Party A had committed to evaluating a potential leveraged buyout of GTECH and indicated that Party A expected shortly to submit a fully financed formal proposal to acquire 100% of the outstanding shares of GTECH at a price “in the vicinity of $35 per share”. Party A stated that it had obtained commitments for debt financing but could not make a formal proposal until it had assembled a consortium with two or three additional equity investors. Party A indicated that it did not wish GTECH to solicit any other potential acquirors of the company prior to execution of a merger agreement with Party A, but that Party A would be willing to sign a merger agreement giving our board of directors the right to actively solicit alternatives for an unspecified defined period after signing with an unspecified “reduced” termination fee paid to Party A if GTECH pursued an alternative transaction arising during the solicitation period.

Following a discussion of initial reaction to Party A’s August letter, our board of directors invited Mr. Turner and Mr. Patel to express their views on the attractiveness of a strategic transaction. Mr. Turner and Mr. Patel indicated that management would be supportive of a transaction at an acceptable price, although they did not offer views as to what an acceptable price would be. In addition to discussing the business risks associated with ongoing operations and industry trends, Mr. Turner and Mr. Patel pointed out that GTECH’s long-term strategy contemplated a significant acquisition of a gaming solutions company (aimed in part to increase long term valuation), noting that such an acquisition would likely result in significant near term earnings dilution and would not guarantee a long-term increase in revenues or profitability. Please see the Company’s annual and quarterly reports filed with the SEC for a description of such risks and uncertainties. Mr. Turner and Mr. Patel expressed their opinion that public stockholders might prefer to receive a fair price in cash in the short term in light of these factors. Mr. Turner and Mr. Patel also expressed their personal views that a $35 price would be consistent with management’s valuation of GTECH, based on their familiarity with the business, operations, properties and assets, financial condition, business strategy and prospects of GTECH, as well as the risks in achieving these prospects, the likelihood of achieving these prospects, management’s strategic plan, and industry trends.

Our board of directors reminded management that their possible participation in a leveraged buyout created a conflict of interest that would need to be monitored carefully. Mr. Turner described in detail the company’s contacts with Party A and other parties that had expressed a preliminary interest in a strategic transaction with the company. Mr. Turner confirmed that senior management had not made any commitments to Party A and would cooperate fully with any process our board of directors might adopt to maximize value if it decided to explore a strategic transaction. He also confirmed that management understood that any information which management might have that could be useful in negotiations with Party A should be provided to our board of directors and its advisors. At our board of directors’ request, Mr. Turner and Mr. Patel, then joined by other members of management that had participated in the due diligence sessions with Party A, described their preliminary discussions with Party A concerning their participation in a leveraged buyout. Our board of directors directed management to terminate any such discussions unless and until specifically authorized by the board of directors or the Chairman. Our board of directors also decided that all future substantive discussions with Party A or any other potential bidder should be monitored directly by the board of directors or our Chairman and coordinated through Citigroup and Cravath.

After discussion of the expression of interest and the information provided by senior management, our board of directors requested that representatives of Citigroup revise their analysis taking into account this information, and determined to defer any reaction to the expression of interest until after discussing Citigroup’s further work.

On August 8, 2005, our board of directors met at a special meeting to discuss Citigroup’s updated financial analysis of GTECH, which reflected additional consideration of management guidance. Citigroup also discussed considerations relating to pursuing the possibility of a sale of GTECH. The considerations discussed were primarily the potential benefits and risks of different approaches to conducting a “market check” if our board of directors determined that it was in the best interest of GTECH’s stockholders to sell the company. As part of this discussion, representatives of Citigroup identified potential strategic parties and financial sponsors that might be interested in acquiring GTECH. Our board of directors instructed Citigroup to inquire informally as to the interest of potential bidders (other than Party A) in an acquisition of the company while at the same time encouraging Party A to continue to pursue its interest in a transaction. Our board of directors determined to defer making a decision on whether selling the company was in the best interests of GTECH’s stockholders at this time in order to benefit from Citigroup’s solicitation of interest with respect to such an acquisition. Our board of directors requested that Citigroup be the point of contact for all potential bidders, including Party A.

On August 11, 2005, our board of directors met at a special meeting to review the results of Citigroup’s informal inquiries of potential bidders relating to an acquisition of GTECH. Representatives of Citigroup indicated that a number of possible buyers were likely to investigate an acquisition of the company if given the opportunity to do so. The representatives of Citigroup recommended that our board of directors not rely upon the post-signing market check requested by Party A but instead pursue a process of coordinated formal approaches to potentially interested parties, without a formal public announcement that GTECH was for sale. Following a discussion of this recommendation with representatives of Citigroup, Cravath and Richards, Layton & Finger, P.A., special Delaware counsel to our board of directors whom our board of directors had engaged upon the advice of Cravath, our board of directors decided to negotiate confidentiality agreements with the potential bidders that Citigroup believed, based on its familiarity with GTECH’s industry and relevant strategic and financial considerations, had a credible interest in acquiring the company and thereafter to permit such parties to perform detailed due diligence regarding GTECH. Our board of directors determined to defer making a decision on whether selling the company was in the best interests of GTECH’s stockholders at this time in order to benefit from Citigroup’s ongoing solicitation process.

Pursuant to this mandate, during the period from August 11 through August 24, 2005, Citigroup contacted 12 strategic and 14 financial buyers regarding a potential acquisition of GTECH. The strategic buyers were identified based on the operations and industries in which such parties participate. The financial buyers were identified based on funds under management and an ability to consummate a potential transaction. In addition, Party A advised GTECH that as part of its efforts to form a consortium, Party A had contacted nine parties as potential partners in acquiring GTECH. One of the strategic buyers and two of the financial buyers contacted by Citigroup had previously been contacted by Party A as potential partners in acquiring GTECH.

Of the parties contacted by Citigroup during this period, 11 potential buyers executed confidentiality agreements with GTECH, seven of which participated in management presentations with senior management of GTECH organized by Citigroup on or before August 24, 2005 (three of the other parties that executed confidentiality agreements attended management presentations after August 24, 2005). In addition, during this period, ten potential buyers contacted by Citigroup, including two that had executed confidentiality agreements, and five potential partners contacted by Party A, indicated that they had no interest in pursuing or exploring an acquisition of GTECH for various reasons, including an alternate strategic focus, an inability to raise sufficient transaction capital, an unwillingness to engage in a large transaction or an unwillingness to pay a premium over current stock trading prices.

On August 25, 2005, our board of directors met at a special meeting to review the results of Citigroup’s solicitation of strategic and financial buyers and to discuss Party A’s success in forming a consortium. Our board of directors decided based upon a variety of factors, including factors identified below under “Reasons for the

Following this meeting, Citigroup contacted two additional strategic buyers and one additional financial buyer to inquire as to their interest in a potential acquisition of GTECH. Thereafter, on September 1, 2005, Citigroup distributed a bid process letter and draft merger agreement prepared by Cravath to eleven potential buyers, including Party A. The process letter invited the potential buyers to submit definitive written offers to acquire GTECH, including comments to the draft merger agreement, no later than September 19, 2005, and requested that submitting parties complete their due diligence with respect to GTECH prior to that time.

During the period commencing on September 1 through September 19, 2005, the various potential acquirors continued their due diligence with respect to GTECH, and participated in additional meetings with members of senior management of GTECH with Citigroup present. During this period, Party A contacted an additional three parties (none of whom had previously been contacted by Party A or Citigroup) to inquire as to their interest in partnering with Party A to acquire GTECH. In total, nine of the 12 parties contacted by Party A entered into a confidentiality agreement and obtained access to due diligence materials and senior management as part of the due diligence process engaged in by Party A.

On September 11, 2005, following discussion with representatives of Citigroup, Cravath, Mr. Donoho and Mr. Lochner but subject to the approval of our board of directors (which was subsequently obtained), Mr. Dewey, engaged Houlihan, Lokey, Howard & Zukin, an investment bank which we refer to as Houlihan Lokey, to render a fairness opinion in connection with the potential sale. Pursuant to the terms of their engagement, no part of Houlihan Lokey’s fee was contingent on the approval or consummation of a transaction involving GTECH.

On September 12, 2005, in light of apparent market speculation with respect to the potential sale of GTECH, GTECH issued a press release announcing that the company had received a non-binding preliminary expression of interest from an unidentified third party regarding a potential acquisition of GTECH and that the independent members of our board of directors were examining GTECH’s strategic options with the assistance of Citigroup. Representatives of Citigroup and Cravath discussed with our board of directors that the announcement might encourage additional bidders for GTECH to come forward. The closing price of our common stock on September 12, 2005, following this announcement, was $34.81, representing a 14.4% increase over the closing price of our common stock on September 9, 2005, the last trading day prior to such announcement.

On September 16, 2005, our board of directors met at a special meeting, during which Houlihan Lokey made a financial presentation with respect to GTECH.

On September 19, 2005, a consortium comprised of Party A, De Agostini, and another financial buyer affiliated with the stockholder that initially contacted Mr. Turner about Party A’s interest, which we refer to as the Consortium, submitted a fully financed proposal to purchase GTECH for $34.00 per share. Although the proposal included comments to the draft merger agreement prepared by Cravath, it was subject to satisfactory completion of additional due diligence and satisfaction with meetings with selected regulatory authorities and counterparties to certain material contracts to which GTECH is party. The offer letter highlighted the unwillingness of other potential partners contacted by Party A to participate in a transaction at the price proposed in Party A’s August 1 letter. No other recipient of the process letter distributed by Citigroup submitted a proposal with respect to the acquisition of GTECH despite being encouraged to do so. The recipients who declined to submit a proposal indicated that they had no interest in pursuing or exploring an acquisition of GTECH for various reasons, including an alternate

During the following week, Citigroup engaged the Consortium in a series of discussions with respect to its offer price. However, the Consortium repeatedly indicated that it would not increase its offer under any circumstance.

On September 28, 2005, our board of directors met at a special meeting with representatives of Citigroup and Cravath to review the response of the Consortium. Representatives of Citigroup described their discussions with the Consortium regarding the offer price and explained that the Consortium had informed Citigroup that the Consortium would be unable to pursue a transaction in the vicinity of $36.00 per share. After discussion, our board of directors instructed Citigroup to inform the Consortium that the board would be willing to authorize good faith negotiation of an acquisition agreement if the Consortium increased its offer per share to $35.00 per share. In addition, our board of directors decided that if the Consortium failed to increase its proposal to an acceptable level by October 3, 2005, GTECH would terminate discussions and publicly announce that it would not pursue a merger or other change of control transaction. Citigroup was instructed to convey this deadline to the Consortium.

During the following week, Citigroup engaged the Consortium in discussions with respect to its offer price. Shortly before midnight on October 3, 2005, the Consortium submitted a written letter increasing its offer per share to $35.00 per share, indicating that this was its best and final offer and that the offer was subject to satisfactory completion of the additional due diligence and satisfaction with meetings with selected regulatory authorities and counterparties to certain material contracts to which GTECH is party, in each case as noted in its proposal submitted on September 19, 2005, and acceptance of the comments to the proposed merger agreement previously submitted by the Consortium. The letter further indicated that the Consortium’s proposal remained fully financed at the increased per share price.

On October 4, 2005, Cravath circulated a revised merger agreement to counsel to the Consortium. Outstanding issues in the revised merger agreement circulated by Cravath included the scope of GTECH’s representations and warranties, the scope of GTECH’s and the acquirors’ covenants, conditions to the proposed merger, termination rights and fees, as well as the definition of material adverse effect. Thereafter, on October 7, 2005, representatives of Citigroup and Cravath, accompanied by Mr. Patel, Mr. DeSocio and representatives of EAP&D, met with representatives of the Consortium and their financial and legal advisors to discuss the terms of proposed merger agreement, particularly the conditions to closing the transaction.

On October 17, 2005, our board of directors met at a special meeting with representatives of Citigroup and Cravath and, thereafter, with members of senior management to discuss the status of the negotiations with the Consortium. At this meeting, each of Citigroup and Houlihan Lokey discussed financial presentations with respect to GTECH with our board of directors. After discussion, our board of directors instructed Citigroup and Cravath to continue good faith negotiation of the merger agreement with the Consortium and to report any progress to the board of directors.

On October 24, 2005, Mr. Dewey, together with representatives of Cravath, met with representatives of the Consortium and their legal advisors to discuss outstanding issues relating to the merger agreement, summarized above. Consistent with his usual practice and as he would continue to do in respect of matters arising during the period prior to the signing of the merger agreement, Mr. Dewey informed the other independent members of our board of directors of significant issues discussed and the status of negotiations.

Thereafter, the parties continued to negotiate the merger agreement and the Consortium continued its due diligence. In addition, because the Consortium had stated it would not enter into a definitive agreement before it reached an understanding with our management about their participation in the Consortium’s transaction, our board of directors allowed management to negotiate the terms of such participation (on which no agreement was reached, however).

On November 9, 2005, Party A informed Mr. Dewey that in light of their ongoing due diligence, the Consortium was going to reduce its proposed price to approximately $32.00 to $33.00 per share to acquire GTECH. Mr. Dewey informed Party A that any price below $35.00 per share would not be acceptable and that GTECH would cease negotiating the terms of the merger agreement unless Consortium reaffirmed its offer of $35.00 per share. The Consortium did not reaffirm its offer of $35.00 per share and, as a result, negotiations with the Consortium ceased.

Following these developments, in light of the level of interest previously expressed by De Agostini, which owns a majority interest in Lottomatica and was the only member of the Consortium that was not a private equity investor, management encouraged representatives of De Agostini to consider submitting an alternative proposal to acquire GTECH. Thereafter, representatives of De Agostini informed GTECH that Lottomatica had confirmed its interest in pursuing an acquisition of GTECH without the other members of the Consortium for $35.00 per share, which our board of directors had previously indicated would be an acceptable price, subject to arranging acquisition financing and negotiating a definitive merger agreement. Representatives of De Agostini informed Citigroup that Lottomatica would not raise its offer to above $35.00 per share. Because our board of directors had previously indicated that an offer of $35.00 per share could be an acceptable price, subject to arranging acquisition financing and negotiating a definitive merger agreement, and because Lottomatica had communicated its views to Citigroup regarding its maximum per share offer, our board of directors concluded that it would be unproductive to engage Lottomatica in further negotiations regarding share price.

From mid-November 2005 through the first part of January 2006, Cravath and counsel for Lottomatica negotiated the merger agreement and Lottomatica conducted additional due diligence. The focus of the negotiations was the scope of the conditions to closing and the terms of Lottomatica’s financing. As part of these discussions, a termination fee equal to $163,000,000 was negotiated, which represented a compromise between GTECH’s and Lottomatica’s bargaining positions.

On November 28, 2005, representatives of De Agostini and Lottomatica met with Mr. Dewey and Mr. Turner to discuss Lottomatica’s proposed acquisition of GTECH.

On December 12, 2005, our board of directors met with representatives of Citigroup and Cravath and discussed the status of the negotiations with Lottomatica. Mr. Turner had not participated in the numerous Board deliberations about a transaction and he continued to recuse himself even though the proposal transaction was now with a publicly traded strategic buyer rather than a private equity investor. During this meeting, our board of directors reviewed the proposed financing by Lottomatica and were advised that definitive commitments in respect of such financing would likely not be available until January 2006. Our management also presented an updated business plan, which supported entering into a transaction to sell the Company at a per share offer of $35.00 per share. Our board of directors authorized Citigroup and Cravath, together with Mr. Dewey, to continue good-faith negotiations with respect to the merger agreement and to report any progress on the outstanding issues, which primarily involved closing conditions and Lottomatica’s financing for the acquisition, to the board of directors.

On December 13, 2005, our board of directors met with Mr. Lorenzo Pellicioli, the Chief Executive Officer of De Agostini and a member of the Lottomatica executive committee, to discuss Lottomatica’s proposed acquisition of GTECH, including the nature and scope of various conditions proposed by Lottomatica relating to actions by regulators. Thereafter, Mr. Dewey, Mr. Turner and Mr. DeSocio met with Mr. Pellicioli and Mr. Antonio Belloni, a member of the Lottomatica board of directors and executive committee and the Vice Chairman of De Agostini to discuss matters related to the proposed acquisition.

On January 6, 2006, our board of directors met at a special meeting with representatives of Citigroup, Cravath and Houlihan Lokey and discussed developments relating to Lottomatica’s proposal since the December 12, 2005 meeting of our board of directors. Following this discussion, our board of directors expressed the collective view that Mr. Dewey should continue to negotiate, with the assistance of Citigroup and Cravath, with Lottomatica and its affiliates in respect of the outstanding issues relating to the merger agreement and the acquisition financing, which related primarily to the structure of and conditions to Lottomatica’s financing for the acquisition and related closing conditions.

During the period from January 7, 2006 through January 9, 2006, negotiations continued between representatives of Citigroup and Cravath and Lottomatica’s financial and legal advisors in respect of the outstanding issues

On the morning of January 10, 2006, our board of directors held a special meeting to review the final terms of the merger agreement and the acquisition financing, as well as the De Agostini undertaking in respect of the rights offering, described under the caption “The De Agostini Undertaking”. At this meeting, representatives of Cravath reviewed with our board of directors its fiduciary duties in connection with the proposed acquisition of GTECH and made detailed presentations to our board of directors regarding the key terms of the draft merger agreement and the De Agostini undertaking as well as the acquisition financing. Mr. Turner and Mr. Patel joined the meeting to give their recommendation in favor of the transaction, describe the basis for their opinion that the conditions to completion of the transaction are likely to be satisfied and describe the preliminary understandings regarding the employment of members of our senior management following completion of the proposed mergers. See the section captioned “The Proposed Merger — Interests of Our Directors and Officers in the Proposed Merger — New Employment Arrangements” on page 45 for a description of the employment arrangements subsequently negotiated between Lottomatica and members of our senior management (which arrangements are generally consistent with the preliminary understandings).

At the meeting, Citigroup and Houlihan Lokey, based on then-current information, each separately made a financial presentation regarding our company and the financial terms of the proposed merger, including a discussion of financial data and analyses used in evaluating the transaction with Lottomatica, and thereafter each provided an oral opinion, confirmed that day in writing, to the effect that, as of January 10, 2006, and based upon and subject to the various assumptions and limitations set forth in its respective opinion, the consideration to be received by the holders of our common stock in the proposed merger was fair, from a financial point of view, to those holders. The full texts of the Citigroup and Houlihan Lokey opinions, which set forth the assumptions made, matters considered and limitations on the scope of review undertaken by Citigroup and Houlihan Lokey in rendering their respective opinions, are attached to this proxy statement as Annexes B and C, respectively. After considering the final terms of the merger agreement, the acquisition financing and the various presentations, as well as the resolutions to be adopted by the board of directors in connection therewith, our board of directors then approved and adopted the merger agreement and the De Agostini undertaking, by the unanimous vote of those present throughout the meeting, concluding that the merger agreement was advisable and that the proposed merger and the other transactions contemplated by the merger agreement were fair to and in the best interests of GTECH and its stockholders.

On the morning of January 10, 2006, Lottomatica, Gold Holding and Acquisition Co executed the commitments in respect of their acquisition financing. Thereafter, we, Lottomatica, Gold Holding and Acquisition Co executed the merger agreement, and we and De Agostini executed the De Agostini undertaking. Subsequently, we and Lottomatica issued a joint press release announcing the execution of the merger agreement and related transactions.

After careful consideration, our board of directors, by a unanimous vote of those voting at the January 10, 2006 meeting described above, approved and adopted the merger agreement, determining that the merger agreement was advisable and that the proposed merger and the other transactions contemplated by the merger agreement were fair to and in the best interests of GTECH and its stockholders. In the course of reaching its decision to approve and adopt the merger agreement and the proposed merger, our board of directors consulted with its financial and legal advisors and considered a number of factors that it believed supported its decision, including the following:

In the course of its deliberations, our board of directors also considered a variety of risks and other countervailing factors related to entering into the merger agreement and the proposed merger, including:

The foregoing discussion of the factors considered by our board of directors is not intended to be exhaustive, but does set forth the principal factors considered by our board of directors. Our independent board of directors collectively reached the conclusion to approve the merger agreement and the proposed merger in light of the various factors described above and other factors that the members of our board of directors believed were appropriate. In view of the wide variety of factors considered by our board of directors in connection with its evaluation of the proposed merger and the complexity of these matters, our board of directors did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of our board of directors. Rather, our board of directors made its recommendation based on the totality of information presented to and the investigation conducted by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

After careful consideration, our board of directors, by a unanimous vote of those present throughout the January 10, 2006 meeting described above:

Mr. Turner recused himself from the foregoing determination and approval due to a potential conflict of interest as he expects to serve as a director and officer of Lottomatica and GTECH following completion of the proposed merger.

Citigroup was retained to act as financial advisor to GTECH and our board of directors to advise our board of directors in connection with its review of acquisition proposals and GTECH’s strategic options. Pursuant to Citigroup’s engagement letter with GTECH, dated August 1, 2005, Citigroup rendered its written opinion to the GTECH board of directors on January 10, 2006, to the effect that, as of the date of the opinion and based upon and subject to the considerations and limitations set forth in the opinion, its experience as investment bankers, its work described below and other factors it deemed relevant, the consideration to be received in the proposed merger by GTECH’s stockholders was fair, from a financial point of view, to such holders.

The full text of Citigroup’s opinion, which sets forth the assumptions made, general procedures followed, matters considered and limits on the review undertaken, is included as Appendix B to this proxy statement. The summary of Citigroup’s opinion set forth below is qualified in its entirety by reference to the full text of the opinion. GTECH’s stockholders are urged to read the Citigroup opinion carefully and in its entirety.

Citigroup’s opinion was limited solely to the fairness of the consideration to be received in the proposed merger by GTECH’s stockholders from a financial point of view as of the date of the opinion. Neither Citigroup’s opinion nor the related analyses constituted a recommendation of the proposed merger to the GTECH board of directors. Citigroup makes no recommendation to any stockholder regarding how such stockholder should vote with respect to the proposed merger.

In arriving at its opinion, Citigroup reviewed the merger agreement and held discussions with certain senior officers, directors and other representatives and advisors of GTECH concerning the business, operations and prospects of GTECH. Citigroup examined certain publicly available business and financial information relating to GTECH as well as certain financial forecasts and other information and data relating to GTECH which were provided to, or otherwise discussed with, Citigroup by the management of GTECH. Citigroup reviewed the financial terms of the proposed merger as set forth in the merger agreement in relation to, among other things:

Citigroup considered, to the extent publicly available, the financial terms of certain other transactions which Citigroup considered relevant in evaluating the proposed merger and analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations Citigroup considered relevant in evaluating those of GTECH. In connection with Citigroup’s engagement and at the direction of GTECH, Citigroup was requested to approach, and held discussions with, selected third parties to solicit indications of interest in the possible acquisition of GTECH. In addition to the foregoing, Citigroup conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as Citigroup deemed appropriate in arriving at its opinion.

In rendering its opinion, Citigroup assumed and relied upon, without assuming any responsibility for independent verification, the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citigroup and upon the assurances of the management of GTECH that they were not aware of any relevant information that had been omitted or that remained undisclosed to Citigroup. With respect to financial forecasts and other information and data relating to GTECH provided to or otherwise reviewed by or discussed with Citigroup, Citigroup was advised by the management of GTECH that such forecasts and other information and data had been reasonably prepared on bases reflecting the best then available estimates and judgments of the management of GTECH as to the future financial performance of GTECH.

Citigroup assumed, with the consent of the GTECH board of directors, that the proposed merger will be consummated in accordance with its terms, without waiver, modification or amendment of any material term,

In connection with rendering its opinion, Citigroup made a presentation to the GTECH board of directors on January 10, 2006 with respect to the material analyses performed by Citigroup in evaluating the fairness to GTECH’s stockholders of the consideration to be received in the proposed merger by such stockholders. The following is a summary of that presentation. The summary includes information presented in tabular format. In order to understand fully the financial analyses used by Citigroup, these tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The following quantitative information, to the extent it is based on market data, is not necessarily indicative of current or future market conditions.

Citigroup reviewed the historical trading price for GTECH common stock during the twelve-month period ended January 9, 2006. During the period from January 9, 2005 to September 9, 2005, the last trading day before GTECH publicly announced that our board of directors was examining GTECH’s strategic options with the assistance of Citigroup, the range of closing prices per share for GTECH common stock was $22.29 to $30.81. Citigroup noted that the merger consideration of $35.00 per share was above the upper end of this range, and represented a premium of 15% over the closing price per share of GTECH common stock on September 9, 2005, which was $30.43. Citigroup also noted that the merger consideration of $35.00 per share represented a premium of 4.5% over the closing price per share of GTECH common stock on January 9, 2006, which was $33.50.

In order to assess how the public market values shares of similar publicly traded companies and based on its experience with lottery and gaming equipment companies, Citigroup compared financial, operating and stock market data and forecasted financial information for selected publicly traded lottery and gaming equipment companies that Citigroup deemed appropriate with similar information for GTECH on a stand-alone basis. The comparable companies were selected by Citigroup because they are the companies which are the most closely comparable to GTECH based on the nature of their businesses and the industries in which they compete. Citigroup divided the selected comparable companies into three groups: (a) lottery operators, (b) U.S. gaming equipment manufacturers, and (c) international gaming equipment manufacturers. The selected comparable companies considered by Citigroup were:

The financial information relating to the comparable companies used by Citigroup in the course of this analysis was based on company filings and various Wall Street research reports. The financial information relating to GTECH used by Citigroup in the course of this analysis was based on I/B/E/S median estimates. With respect to the comparable companies, calculations were made based on the closing price per share of each company’s stock as of January 9, 2006.

For each of the selected comparable companies and GTECH, Citigroup derived and compared, among other things:

For the purposes of the comparable companies analysis, Citigroup adjusted EBITDA for GTECH and each of the comparable companies to exclude unusual and non-recurring items.

Citigroup reviewed the mean and median values of each of the six comparison parameters for each of the comparable companies, each of the three groups of comparable companies and for all of the comparable companies collectively. Citigroup compared these values with the comparison parameters for GTECH before and after September 9, 2005, the last trading day before GTECH publicly announced that our board of directors was examining GTECH’s strategic options with the assistance of Citigroup. With respect to the financial information for

Based on these calculations, Citigroup selected reference ranges for each of the six comparison parameters and derived the equity value per share of GTECH common stock implied by each of the selected ranges. The results of this analysis were as follows:

Based on this analysis, Citigroup derived a reference range for the implied equity value per share of GTECH common stock of $27.50 to $34.00. Citigroup noted that the merger consideration of $35.00 per share was above the upper end of this range.

Citigroup reviewed publicly available information for eight merger or acquisition transactions announced since March 11, 1999 in the lottery and gaming equipment industry with transaction values between $130 million and $1.365 billion. The purpose of this analysis was to compare financial metrics in the proposed merger to those in previous business combination transactions.

The selected precedent transactions considered by Citigroup were the following:

With respect to the financial information for the companies involved in the selected precedent transactions, Citigroup relied on information from Securities Data Corporation and other publicly available information. Securities Data Corporation compiles summaries of merger and financing information published by certain investment banks, market research firms and trade associations. The publicly available information includes information regarding transaction values and premiums paid (if applicable).

For the selected transactions noted above, Citigroup derived and compared transaction value as a multiple of the target company’s estimated EBITDA for the twelve-month period prior to the announcement of the transaction.

Due to the relative size and dates of the selected precedent transactions, Citigroup did not believe any such transactions were directly comparable to the proposed merger. Based on these calculations and its judgment and experience, Citigroup derived a reference range for transaction value as a multiple of last-twelve-months’ EBITDA of 7.0x to 10.0x. Citigroup applied these multiples to GTECH’s estimated EBITDA for the 12 months ending on November 26, 2005, and further derived a reference range for the implied equity value per share of GTECH common stock of $25.00 to $37.00. For this purpose, equity value per share was determined based on GTECH’s fully diluted shares, inclusive of all options, restricted stock and convertible shares on an as converted basis. Citigroup noted that the merger consideration of $35 per share was within this range.

Citigroup performed a discounted cash flow analysis of GTECH on a stand-alone basis. In performing this analysis, Citigroup discounted, to February 25, 2006 (the last day of GTECH’s fiscal year 2006), (i) GTECH’s estimated future unlevered free cash flow for fiscal years 2007 through 2011, and (ii) GTECH’s estimated terminal value at the end of fiscal year 2011. Citigroup added these figures together to estimate firm value as of February 25, 2006, and calculated implied equity value per share as of February 25, 2006 by dividing firm value by the number of fully diluted shares, inclusive of all options, restricted stock and convertible shares on an as-converted basis. Citigroup calculated GTECH’s terminal value at the end of fiscal year 2011 using multiples of projected fiscal year 2011 EBITDA ranging from 7.0x to 8.5x. Citigroup used weighted average costs of capital ranging from 7% to 8%. In each case, Citigroup selected the range of EBITDA multiples and the range of weighted average cost of capital based on Citigroup’s calculation of similar metrics for comparable companies and on Citigroup’s knowledge of GTECH’s industry. Unlevered free cash flow is free cash flow excluding costs related to debt servicing.

Forecasted financial information for GTECH for fiscal years 2007 through 2011 used by Citigroup in the course of this analysis was based on four sets of estimates provided by the management of GTECH, which we refer to as the downside case, base case, upside case and management case and, collectively, as the business cases. Citigroup received estimates relating to the downside case, base case and upside case on or around July 28, 2005. Citigroup also received estimates relating to the management case on or around July 28, 2005; however, these estimates were updated on November 21, 2005. The updated estimates for fiscal years 2007 through 2013, relating to the management case reflected the best then available estimates and judgments of the management of GTECH as to the future financial performance of GTECH. Citigroup did not receive any additional estimates from the management of GTECH since receiving the updated management case on November 21, 2005. Citigroup

Citigroup performed a leveraged buyout returns analysis of GTECH. For purposes of this analysis, Citigroup made the following assumptions concerning the debt that would be incurred in connection with a leveraged buyout of GTECH: total leverage of $3.7 billion, representing 7.0 times estimated 2006 EBITDA, consisting of (a) bank debt and rollover debt at 4.8 times estimated 2006 EBITDA, with an average interest rate of 6.32%, and (b) bonds representing the remainder, with an interest rate of 9.0%. Citigroup further assumed a sale of GTECH by the investor five years after the acquisition (in 2011). Citigroup calculated the rate of return that an investor that acquired GTECH in a leveraged buyout would receive.

Citigroup performed a leveraged buyout returns analysis for each of the four business cases described above in the discussion of the discounted cash flow analysis. Based on the results of these leveraged buyout returns analyses and the range of returns that Citigroup believed a typical financial sponsor would expect to receive, Citigroup derived the following reference ranges for the implied equity value per share of GTECH common stock.

Citigroup’s advisory services and opinion were provided for the information of the GTECH board of directors in its evaluation of the proposed merger, and Citigroup’s opinion was not intended to be and did not constitute a recommendation to any stockholder as to how that stockholder should vote or act on any matters relating to the proposed merger.

The preceding discussion is a summary of the material financial analyses furnished by Citigroup to the GTECH board of directors, but it does not purport to be a complete description of the analyses performed by Citigroup or of its presentation to the GTECH board of directors. The preparation of financial analyses and fairness opinions is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. Citigroup made no attempt to assign specific weights to particular analyses or factors considered, but rather made qualitative judgments as to the significance and relevance of all the analyses and factors considered and determined to give its fairness opinion as described above. Accordingly, Citigroup believes that its analyses, and the summary set forth above, must be considered as a whole, and that selecting portions of the analyses and of the factors considered by Citigroup, without considering all of the analyses and factors, could create a misleading or incomplete view of the processes underlying the analyses conducted by Citigroup and its opinion. With regard to the comparable companies and precedent transaction analyses summarized above, Citigroup selected comparable public companies and precedent transactions on the basis of various factors, including size and similarity of the line of business of the relevant entities; however, no company utilized in this analysis is identical to GTECH and no precedent transaction is identical to the proposed merger. As a result, this analysis is not purely mathematical, but also takes into account differences in financial and operating characteristics of the subject companies and other factors that could affect the transaction or the public trading value of the subject companies to which GTECH is being compared.

In its analyses, Citigroup made numerous assumptions with respect to GTECH, industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of GTECH. Any estimates contained in Citigroup’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by these analyses. Estimates of values of companies do not purport to be appraisals or necessarily to reflect the prices at which companies may actually be sold. Because these estimates are inherently subject to uncertainty, none of GTECH, the GTECH board of directors, Citigroup or any other person assumes responsibility if future results or actual values differ materially from the estimates.

Citigroup is an internationally recognized investment banking firm engaged in, among other things, the valuation of businesses and their securities in connection with mergers and acquisitions, restructurings, leveraged buyouts, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. GTECH selected Citigroup to act as its financial advisor on the basis of Citigroup’s international reputation and Citigroup’s familiarity with GTECH. Citigroup and its affiliates in the past have provided services to GTECH and affiliates of Gold Holding and Acquisition Co (including Lottomatica) unrelated to the proposed merger, for which services Citigroup and its affiliates have received customary compensation, including without limitation having acted as joint book-runner for GTECH’s $300 million note offering in 2004, lead manager for GTECH’s $250 million note offering in 2003, and as financial advisor to GTECH on various strategic discussions. Citigroup acted as book runner and manager on Lottomatica’s initial public offering in 2001 and participated in subsequent equity offerings, for which it received fees in aggregate of approximately $1,500,000 for its services in connection with such engagements. In the ordinary course of business, Citigroup and its affiliates may actively trade or hold the securities of GTECH for their own account or for the account of their customers and, accordingly, may at any time hold a long or short position in such securities. In addition, Citigroup and its affiliates (including Citigroup Inc. and its affiliates) may in the future maintain relationships with, or receive fees from, GTECH, Lottomatica and their respective affiliates.

During the past two years, Citigroup and its affiliates have received $3,059,818 in fees from GTECH and its affiliates (including $2,500,000 paid in connection with the execution of the merger agreement and the delivery of the Citigroup opinion on January 10, 2006). Pursuant to Citigroup’s engagement letter, GTECH agreed to pay Citigroup the following fees for Citigroup’s services rendered in connection with the proposed merger:

GTECH has also agreed to reimburse Citigroup for its reasonable travel and other out-of-pocket expenses incurred in connection with its engagement, including the reasonable fees and expenses of its counsel, and to indemnify Citigroup against specific liabilities and expenses relating to or arising out of its engagement, including liabilities under the federal securities laws.

The merger consideration was determined by arms’-length negotiations between GTECH and Lottomatica, in consultation with their respective financial advisors and other representatives, and was not established by such financial advisors.

On January 10, 2006, Houlihan Lokey delivered its written opinion to GTECH’s board of directors, as of that date and subject to the assumptions, qualifications and limitations set forth in its opinion, that the consideration to be received by the stockholders of GTECH in the proposed merger was fair to them from a financial point of view.

The full text of Houlihan Lokey’s written opinion is attached to this proxy statement as Annex C, and the summary of the opinion set forth below is qualified in its entirety by reference to such opinion. GTECH’s stockholders are urged to read the opinion carefully in its entirety for a description of the procedures followed, the limitations on the review made, the factors considered and the assumptions made by Houlihan Lokey. The opinion was furnished for the use and benefit of the GTECH board of directors in connection with its consideration of the proposed merger and was not intended to be used, and may not be used, for any other purpose, without express, prior written consent. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to any security holder as to how such security holder should vote with respect to the proposed merger.

Houlihan Lokey’s opinion addresses only the fairness to GTECH’s stockholders, from a financial point of view, of the consideration to be paid to them in the proposed merger. Houlihan Lokey was not requested to opine as to, and its opinion does not address:

Furthermore, no opinion, counsel or interpretation was intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice.

In connection with its opinion, Houlihan Lokey made such reviews, analysis and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

Houlihan Lokey did not review, and was not provided with, the written logs regarding the discussions with the potential buyers.

In rendering its opinion, Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information (including, without limitation, the financial forecasts and projections) furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the financial forecasts and projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the future financial results and condition of GTECH, and Houlihan Lokey expressed no opinion with

Houlihan Lokey relied upon and assumed, without independent verification, that:

Houlihan Lokey also relied upon and assumed, without independent verification, that:

Houlihan Lokey was not requested to make, and did not make, any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of GTECH, nor was Houlihan Lokey provided with any such appraisal or evaluation.

Houlihan Lokey was not requested to, and did not:

Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring after the date of its opinion.

In arriving at its opinion, in addition to reviewing the matters listed above, Houlihan Lokey used the following approaches to evaluate the fairness to GTECH’s stockholders, from a financial point of view, of the consideration to be paid to them in the proposed merger:

Based on the number of outstanding GTECH common shares and common share equivalents as provided by GTECH’s management, assuming all convertible debt is converted to equity and options counted using the treasury method at a $35.00 per share price, Houlihan Lokey calculated the aggregate implied equity value of the consideration payable in the merger to be approximately $4,647.809 million. Houlihan Lokey also calculated GTECH’s implied enterprise value, which is defined as equity value plus book value of debt plus other liabilities minus assumed converted debt minus cash and equivalents, to be approximately $4,799.940 million.

Houlihan Lokey relied on information from Securities Data Corporation, FactSet Research Systems and publicly available information in its analyses, including the market multiple approach and its merger and acquisition transaction approach. With respect to the merger and acquisition transaction approach, the publicly available information included information regarding transaction values and premiums paid (if applicable) in the transactions identified under “Merger and Acquisition Approach” below. With respect to the market multiple approach, Houlihan Lokey analyzed market multiples of selected publicly traded companies in the gaming and transaction processor industries. With respect to the merger and acquisition transaction approach, Houlihan Lokey reviewed selected merger and acquisition transactions in the gaming and transaction processor industries. In connection with the discounted cash flow approach, Houlihan Lokey selected ranges of EDITDA multiples and ranges of weighted average cost of capital based on factors which included its calculation of similar metrics for companies it deemed appropriate and its knowledge of GTECH’s industry.

Market Multiple Approach.  This analysis provides an indication of value expressed as a multiple of operating and financial metrics (such as earnings before interest, taxes, depreciation and amortization, or EBITDA) of comparable companies. Using publicly available information and information provided by GTECH, Houlihan Lokey analyzed, among other things, the market multiples of GTECH and the corresponding market multiples of selected publicly traded companies, as identified in the tables below, that Houlihan Lokey considered to be reasonably comparable to GTECH.

In its analysis, Houlihan Lokey derived and compared multiples for GTECH (based on the trading prices of GTECH’s common stock prior to the announcement on September 12, 2005 that GTECH’s board of directors was exploring strategic alternatives), and a range of multiples for the selected companies, calculated as follows:

Merger and Acquisition Transaction Approach.  Houlihan Lokey reviewed merger and acquisition transactions that it deemed comparable to the proposed merger. It selected these transactions by searching SEC filings, analyst reports and databases. These comparable transactions are set forth in the tables below:

Discounted Cash Flow Analysis.  Houlihan Lokey performed a discounted cash flow analysis for GTECH in which it calculated the present value of the projected future cash flows of GTECH using GTECH management’s projections (including two different cases with varying assumptions, which we refer to as case 1 and case 2). Houlihan Lokey estimated a range of theoretical enterprise values for GTECH based on the net present value of its implied annual cash flows and a terminal value for GTECH in 2010 calculated based upon a multiple of EBITDA. Houlihan Lokey applied a range of discount rates of 8.5% to 9.5% and a range of terminal value multiples of 7.5x to 8.5x of projected 2010 EBITDA in the base and management cases.

Based on this analysis the implied equity value per share (fully diluted) ranged from a low of $29.78 to a high of $34.54 using case 1 projections and ranged from a low of $32.77 to a high of $38.09 using case 2 projections.

Leveraged Buyout Analysis.  Houlihan Lokey analyzed GTECH from the perspective of a potential purchaser that was primarily a financial sponsor that would effect a leveraged buyout of GTECH using a debt capital structure with a senior debt-to-EBITDA ratio of up to 7.5x. Houlihan Lokey extrapolated GTECH’s EBITDA, cash balance and debt outstanding through 2009, 2010 and 2011 from the two cases of projections provided by GTECH management. Houlihan Lokey assumed that a financial sponsor would exit its GTECH investment in those years at an aggregate value range that represented a multiple of 7.5x-9.5x forecasted EBITDA for those years. Based on these assumptions and Houlihan Lokey’s assumption that financial sponsors would likely target 3-, 4- and 5-year internal rates of return of at least 20% for the case 2 projections, Houlihan Lokey derived a range of implied values per share that a financial sponsor might be willing to pay to acquire GTECH. This analysis resulted in an implied equity value per share for case 1 and case 2, on a combined basis, ranging from $33.00 to $36.00.

No single company or transaction used in the above analyses (including the market multiple approach, merger and acquisition transaction approach, discounted cash flow analysis and leveraged buyout analysis) as a comparison

The preparation of a fairness opinion is a complex process that involves the application of subjective business judgments in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Several analytical approaches were used by Houlihan Lokey and no one method of analysis should be regarded as critical to the overall conclusion reached. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular approaches. Houlihan Lokey’s overall conclusions were based on all the analyses and factors described above (including the market multiple approach, merger and acquisition transaction approach, discounted cash flow analysis and leveraged buyout analysis) taken as a whole and also based on Houlihan Lokey’s experience and judgment. These conclusions may involve significant elements of subjective judgment and qualitative analysis. Houlihan Lokey therefore believes that its analyses must be considered as a whole and that selecting portions of the analyses and of the factors considered, without considering all factors and analyses, could create an incomplete or misleading view of the processes underlying its opinion.

In connection with its analyses, Houlihan Lokey made, and was provided by GTECH’s management with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond GTECH’s control. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of GTECH and its advisors, none of GTECH, Lottomatica, Houlihan Lokey or any other person assumes responsibility if future results or actual values are materially different from these forecasts or assumptions.

GTECH’s board of directors selected Houlihan Lokey to render its opinion based on Houlihan Lokey’s experience in mergers and in securities valuation generally. Houlihan Lokey is a nationally recognized investment banking firm that is continuously engaged in providing financial advisory services and rendering fairness opinions in connection with mergers and acquisitions, leveraged buyouts, and business and securities valuations for a variety of regulatory and planning purposes, recapitalizations, financial restructuring and private placements of debt and equity securities. Houlihan Lokey was not involved in determining the consideration to be paid to holders of GTECH’s common stock in the proposed merger.

Houlihan Lokey, or its affiliates, have received $900,000 in connection with delivering its fairness opinion, which are the only fees Houlihan Lokey has received from GTECH or its affiliates during the past two years; however, Houlihan Lokey may continue to provide other services in the future, for which it may receive a fee. Houlihan Lokey has not received fees from Lottomatica during the past two years, however, Houlihan Lokey may provide other services in the future, for which it may receive a fee. No portion of Houlihan Lokey’s fee is contingent on the completion of the proposed merger or the conclusions set forth in its opinion. In addition, and regardless of whether the proposed merger is completed, Houlihan Lokey is entitled to reimbursement from GTECH of its reasonable out-of-pocket expenses incurred in connection with its services, including its reasonable attorneys’ fees and related expenses, as well as indemnification against certain liabilities and expenses related to or arising in connection with the rendering of its services, including liabilities under the Federal securities laws.

GTECH common stock is currently listed on the New York Stock Exchange under the symbol “GTK”. Following completion of the proposed merger, it is expected that GTECH will cease to be a publicly traded corporation and will instead become an indirect wholly-owned subsidiary of Lottomatica. Following completion of

Upon completion of the proposed merger, the certificate of incorporation of GTECH, as in effect immediately prior to the completion of the proposed merger will be amended in accordance with the terms of the merger agreement. The by-laws of Acquisition Co as in effect immediately prior to the completion of the merger will be the by-laws of the surviving corporation. In addition, the director of Acquisition Co immediately prior to the completion of the merger will become the director of the surviving corporation. The officers of GTECH will remain the officers of the surviving corporation.

Upon completion of the proposed merger, GTECH stockholders immediately prior to the proposed merger will no longer hold an equity interest in GTECH. Accordingly, such stockholders will not have the opportunity to participate in the earnings and growth of GTECH and will not have any right to vote on corporate matters. Similarly, GTECH’s stockholders immediately prior to the proposed merger will not face the risk of losses generated by GTECH’s operations or decline. Upon completion of the merger, each share of our common stock that you own immediately prior to the completion of the merger will be converted into the right to receive $35.00 per share, without interest.

If the requisite stockholder approval in connection with the proposed merger is not obtained, or if any other condition to the proposed merger is not satisfied and the merger agreement is otherwise terminated, the proposed merger will not be completed and stockholders will not receive any payment for their shares in connection with the proposed merger. In addition, in the circumstances described below under “The Merger Agreement — Termination Fees”, GTECH will be required to pay Lottomatica a $163,000,000 termination fee or Gold Holding will be required to pay GTECH a $50 million termination fee, as the case may be.

In considering the recommendation of our board of directors with respect to the merger agreement, holders of shares of our common stock should be aware that our executive officers and directors have interests in the proposed merger that may be different from, or in addition to, those of our stockholders generally. These interests may create potential conflicts of interest. Our board of directors was aware of these potential conflicts of interest and considered them, among other matters, in reaching its decision to approve the merger agreement and to recommend that our stockholders vote in favor of adopting and approving the merger agreement.

Mr. Turner’s August 2005 Employment Agreement.  Mr. Turner’s Amended and Restated Employment Agreement, dated August 2, 2005, provides that if his employment is terminated by GTECH for any reason other than cause, or in the event that he resigns for good reason (as such terms are defined in his employment agreement), within 18 months after completion of the proposed merger, GTECH will pay Mr. Turner a lump-sum cash payment in an amount equal to 2.99 times the sum of (i) Mr. Turner’s then-current annual base salary plus (ii) the average performance bonus paid or payable to Mr. Turner for the three most recent full fiscal years of GTECH plus (iii) the maximum amount allowable under GTECH’s Executive Perquisite Program. In addition, GTECH will pay Mr. Turner any prorated performance bonus up to the date of such termination calculated by reference to Mr. Turner’s target performance bonus, as determined by GTECH’s Compensation Committee for the year of termination, and any other amounts accrued through the date of termination. In addition, Mr. Turner (together with his beneficiaries and dependents) will become fully vested in, and will continue for up to seven years (and until Mr. Turner reaches age 65 if he qualifies under GTECH’s Retirement Plan) to participate fully (at no additional cost to Mr. Turner) in all life insurance, accident and health and other welfare plans maintained or sponsored by GTECH prior to termination of his employment on terms at least as favorable to Mr. Turner as in effect prior to termination. In such circumstances, Mr. Turner will also become fully vested in GTECH’s 401(k) plan and all supplemental

Mr. Turner’s employment agreement further provides that in the event that any payments that Mr. Turner receives from GTECH become subject to the excise tax on golden parachute payments, Mr. Turner will be entitled to receive a gross-up payment that will be in an amount sufficient to put him in the same after-tax position that he would have been in had no excise tax been imposed on the payments.

The value of the payments and benefits that Mr. Turner could receive under his employment agreement in connection with a qualifying termination of his employment, based on compensation and benefit levels in effect on the date of this proxy statement (including amounts payable in respect of any golden parachute excise tax gross-up payment), would be approximately $9,179,866.

Change in Control Agreements.  The change in control agreements between GTECH and each of Marc A. Crisafulli, Walter G. DeSocio, Timothy B. Nyman, Jaymin B. Patel and Donald R. Sweitzer provide for three-year employment terms for the covered executives, and the change in control agreements between GTECH and each of William M. Pieri and Robert J. Plourde provide for two-year employment terms for the covered executives, in each case commencing upon the date the proposed merger is completed. During such employment term, the covered executive is to be employed in a position at least equal in all material respects with the highest position he held during the six months immediately preceding completion of the proposed merger, and will be entitled to an annual base salary, annual bonus and benefits in values and amounts at least equal to those provided by GTECH to the executive immediately prior to completion of the proposed merger. In addition, upon completion of the proposed merger, all benefits accrued by each executive under all of GTECH’s supplemental retirement plans will become fully vested and will be contributed to a rabbi trust for the benefit of the covered executive. All amounts accrued by the executive following completion of the proposed merger under the supplemental retirement plans will also be contributed to a rabbi trust at least quarterly.

If, at any time during the three-year period (or, in the case of Messrs. Pieri and Plourde, the two-year period) following the completion of the proposed merger, an executive’s employment is terminated by GTECH for any reason or the executive resigns for good reason (as defined in the agreement), each change in control agreement provides that with respect to the year in which his employment is terminated, he will receive his base salary, bonus, and other compensation and benefits through the date of termination in accordance with GTECH’s policies in effect immediately prior to completion of the proposed merger.

In the event that a covered executive’s employment is terminated involuntarily other than for cause (as defined in the applicable agreement) or such executive resigns for good reason (as defined in the applicable agreement) prior to the third anniversary (or, in the case of Messrs. Pieri and Plourde, the second anniversary) of completion of the proposed merger, GTECH is also obligated to pay the executive a lump-sum cash payment in an amount equal to 2.99 times (or, in the case of Messrs. Pieri and Plourde, two times) the sum of (i) his then-current annual base salary plus (ii) the total cash bonus received by the executive during the most recent full fiscal year plus (iii) the maximum amount allowable under GTECH’s Executive Perquisite Program. In addition, the covered executive (together with his beneficiaries and dependents) will become fully vested in and continue to participate for up to three years (or, in the case of Messrs. Pieri and Plourde, two years) at no cost to the executive in all life insurance, accident and health and other welfare plans maintained or sponsored by GTECH prior to termination of his employment on terms at least as favorable to the executive as in effect immediately prior to termination. In such circumstances, the executive will also become fully vested in GTECH’s 401(k) plan and all supplemental retirement plans, and GTECH will be required to pay the executive an amount equal to the sum of all benefits he has accrued under GTECH’s supplemental retirement plans, and 2.99 times (or, in the case of Messrs. Pieri and Plourde, two times) the average benefit accrued and/or GTECH contributions made to GTECH’s 401(k) plan and supplemental retirement plans over the last three fiscal years prior to termination.

The change in control agreements further provide that in the event that any payments that the executive receives from GTECH become subject to the excise tax on golden parachute payments, the executive will be entitled to receive a gross-up payment that will be in an amount sufficient to put him in the same after-tax position that he would have been in had no excise tax been imposed on the payments.

The value of the payments and benefits that each executive who is a party to a change in control agreement could receive under his employment agreement in connection with a qualifying termination of his employment, based on compensation and benefit levels in effect on the date of this proxy statement (including amounts payable in respect of any golden parachute excise tax gross-up payment), would be approximately $1,837,721 for Mr. Crisafulli, $2,843,626 for Mr. DeSocio, $1,966,273 for Mr. Nyman, $3,328,109 for Mr. Patel, $880,366 for Mr. Pieri, $1,016,600 for Mr. Plourde and $2,116,155 for Mr. Sweitzer.

The merger agreement provides that at completion of the proposed merger, each outstanding option to purchase shares of our common stock, whether vested or unvested, including options held by our directors and executive officers, will be canceled in consideration for a cash payment, without interest, equal to the excess, if any, of $35.00 over the per share exercise price for the option multiplied by the number of shares subject to the option. In addition, the merger agreement provides that, subject to the right to demand appraisal as described under the caption “Appraisal Rights” on page 68, upon completion of the proposed merger, each outstanding share of our common stock subject to transfer restrictions or forfeiture back to GTECH will be converted into the right to receive $35.00 in cash, without interest.

The tables below set forth the amount in cash that each executive officer and director will receive at the time the proposed merger is completed, based on the merger consideration of $35.00 per share and assuming that the proposed merger is completed on June 15, 2006, in respect of (i) each stock option such individual holds that will be unvested as of such date and (ii) each share of GTECH stock such individual holds that will be subject to transfer restrictions or a risk of forfeiture to GTECH as of such date. Actual amounts may be higher or lower depending on whether the proposed merger is completed before or after June 15, 2006. In the case of Mr. Turner and the executive officers who have entered into change in control agreements with GTECH (as described above), the benefits in the tables below are in addition to the benefits such executives may become entitled to receive under those agreements.

For information regarding beneficial ownership of GTECH’s common stock by each of our current directors and executive officers and all directors and executive officers as a group, including shares subject to stock options and restricted stock awards the vesting of which is expected to accelerate as a result of the proposed merger, the value of which is set forth in the tables above, and all vested shares and shares subject to stock options that are expected to have already vested before the date the proposed merger is completed, see the section captioned “Security Ownership of Certain Beneficial Owners and Management” on page 73. GTECH’s directors and executive officers will receive $35.00 per share for each vested share they own, in the same manner as other stockholders. GTECH’s directors and executive officers will receive cash payments for each share of our common stock subject to an option that they hold that has vested before the date the proposed merger is completed equal to the excess, if any, of $35.00 over the per share exercise price of the related option, in the same manner as all other holders of vested options.

With respect to the GTECH Employee Stock Purchase Plan, which we refer to as the ESPP, pursuant to the merger agreement, immediately prior to completion of the proposed merger, each participant’s accumulated payroll deductions shall be used to purchase shares of GTECH common stock in accordance with the terms of the ESPP (which provides that the shares will be purchased at a price per share equal to the lower of 85% of the closing price on the first day of the ESPP offering period and 85% of the $35.00 per share merger consideration), and the shares of GTECH common stock purchased thereunder shall be canceled upon completion of the proposed merger and converted into the right to receive the merger consideration.

GTECH’s Amended and Restated Income Deferral Plan 1998 provides executive officers, officers or vice presidents at GTECH the opportunity to defer compensation earned by them from GTECH as a means of saving for retirement or other future purposes. Under the plan, in the event of a change in control, which includes completion of the proposed merger, each participant’s accrued benefit (calculated as deferred amounts credited to the participant’s account, plus investment returns and less any distributions) will become immediately due and payable to him or her.

The following table shows the account balances in the Income Deferral Plan for GTECH’s executive officers as of May 4, 2006. All account balances will be distributed upon completion of the proposed merger.

GTECH executive officers Messrs. Turner, Patel, DeSocio and Sweitzer and Ms. Laverty O’Connor (who began her employment with GTECH on April 17, 2006) (the “Covered Officers”) have entered into new employment agreements with Lottomatica or GTECH that will take effect after completion of the proposed merger. In the case of Mr. Turner, the new employment agreement will replace his existing employment agreement. In the case of the other Covered Officers (with the exception of Ms. Laverty O’Connor, who does not currently have an employment agreement or change in control agreement with GTECH), their new employment agreements will replace their existing severance agreements, change in control agreements, and restrictive (non-competition) agreements. For a description of arrangements with certain other executive officers of GTECH, see “— Arrangements with Other Executive Officers” below.

New Employment Agreement with W. Bruce Turner.  The new employment agreement between Mr. Turner and Lottomatica will have a five-year term that will commence upon completion of the proposed merger. Pursuant to the new employment agreement, Mr. Turner will serve as Chief Executive Officer of Lottomatica and GTECH and, if elected, will serve as Managing Director of Lottomatica. His annual base salary pursuant to the agreement will be $850,000 (which is a $50,000 increase from his current annual base salary), and he will be entitled to a level of benefits during the term of the agreement that is substantially similar to the level of benefits provided generally to other senior executives of Lottomatica, and executive perquisites substantially equivalent to the perquisites that Mr. Turner is currently entitled to receive. During the term, Mr. Turner will be eligible for a performance bonus ranging from 0% to 200% of his annual base salary, with a target bonus of 100% of base salary, which is the same as his bonus range and target bonus pursuant to his current employment agreement.

Pursuant to the new employment agreement, in the event of a termination of Mr. Turner’s employment by Lottomatica for any reason other than cause or a resignation by Mr. Turner for good reason (as such terms are defined in Mr. Turner’s new agreement) during the 18-month period following a change in control (which includes the proposed merger), he will be entitled to substantially the same payments and benefits set forth in his current employment agreement. See “ — Mr. Turner’s August 2005 Employment Agreement” on page 41 for a description of the benefits that Mr. Turner would receive pursuant to his existing employment agreement in the event of a qualifying termination of his employment during the 18-month period following a change in control (which includes the proposed merger) including, without limitation, the right to a gross-up payment to make Mr. Turner whole for any effect of any payments being subject to the excise tax on golden parachute payments. In the event of a qualifying termination of Mr. Turner’s employment, other than during the 18-month period following a change in control, Mr. Turner will be entitled to receive: (i) an amount equal to 18 months of his most recent annual base salary, payable in installments over 18 months, (ii) a lump-sum cash payment in an amount equal to 1.5 times the average performance bonus paid or payable to Mr. Turner with respect to the three most recently completed fiscal years of employment and (iii) a prorated performance bonus, if any, payable with respect to the fiscal year of termination, payable at the same time as other executives receive such bonuses and based on the executive’s actual performance during the year. In addition, Mr. Turner will continue to receive certain life insurance, perquisite and tax preparation benefits for 18 months following termination, and will continue to receive certain medical benefits for the remainder of the term of the employment agreement, plus an additional period of up to five and a half years thereafter (and until Mr. Turner reaches age 65, if he qualifies under Lottomatica’s Retirement Plan). In the event of a qualifying termination, Mr. Turner will fully vest in all benefits accrued under any employee benefit plans, other than qualified retirement plans, and to the extent that Mr. Turner is not fully vested in all qualified retirement plans, he will receive a payment equal to any unvested portion of his accounts in such retirement plans. Furthermore, any unvested equity awards granted pursuant to the new employment agreement (as described below) then held by Mr. Turner will become fully vested, and Mr. Turner will be entitled to exercise any vested stock options that he holds until the earlier of 18 months from the date of termination of his employment or the date such stock options expire.

In the event of a termination of Mr. Turner’s employment as a result of retirement (which cannot occur until the fifth anniversary of the proposed merger and until the sum of his age and years of service with Lottomatica and GTECH is at least 65), Mr. Turner will be entitled to continued medical benefits until age 65. In addition, any vested stock options that he holds will remain exercisable until they expire, and he will be entitled to accelerated vesting of some or all of the unvested restricted stock units that were granted pursuant to the new employment agreement (as described below). The percentage of unvested awards that accelerates will depend on his age and years of service at

New Employment Agreements with Other Executive Officers. The new employment agreements with Messrs. Patel, DeSocio and Ms. Laverty O’Connor will have a five-year term that will commence upon completion of the proposed merger. The new employment agreement with Mr. Sweitzer will have a two-year term, subject to three one-year extensions at Mr. Sweitzer’s option, that will commence upon completion of the proposed merger. Pursuant to the new employment agreements, Mr. Patel will serve as Chief Financial Officer of Lottomatica and GTECH, Mr. DeSocio will serve as Chief Administrative Officer of Lottomatica and GTECH and the other Covered Officers will continue to serve in their current capacities with GTECH following completion of the proposed merger. The annual base salaries of the Covered Officers will remain at the current levels (except for Mr. DeSocio, whose annual base salary will increase by $25,000, and Mr. Patel, whose annual base salary will increase by $35,000), and they will be entitled to a level of benefits during the term of their new employment agreements that are substantially similar to the level of benefits provided generally to other senior executives of Lottomatica, and executive perquisites substantially equivalent to the perquisites that the executives are currently entitled to receive. Each Covered Officer’s target bonus will remain at the same percentage of annual base salary that is currently in effect (except that Mr. DeSocio’s target bonus will increase from 65% of his annual base salary to 75% of his annual base salary).

Pursuant to the new employment agreements, in the event of a termination of a Covered Officer’s employment for any reason other than cause or a resignation by the Covered Officer for good reason (as such terms are defined in the new agreements) during the 18-month period following a change in control (which includes the proposed merger), the Covered Officer will be entitled to substantially the same payments and benefits set forth in his current change in control agreement (except in the case of Ms. Laverty O’Connor, who does not have a change in control agreement). Pursuant to the current change in control agreements, executives would be entitled to severance and other post-termination benefits in the event of a termination of employment during the three-year period following a change in control. See “ — Change in Control Agreements” on page 42 for a description of the benefits that each executive officer (other than Ms. Laverty O’Connor) would receive pursuant to his existing change in control agreement in the event of a qualifying termination of his employment during the three-year period following a change in control (which includes the proposed merger) including, without limitation, the right to a gross-up payment to make the executive whole for any effect of any payments being subject to the excise tax on golden parachute payments. The new employment agreements will also provide for certain payments and benefits to an executive in the event of qualifying termination of the executive’s employment that is not within 18 months after a change in control. Upon such a termination, the executive will be entitled to receive: (i) an amount equal to 18 months of the executive’s most recent annual base salary, payable in installments over 18 months, (ii) a lump-sum cash payment in an amount equal to 1.5 times the average performance bonus paid or payable to the executive for his or her three most recent completed fiscal years of employment and (iii) a prorated performance bonus, if any, payable with respect to the fiscal year of termination, payable at the same time as other executives receive such bonuses and based on the executive’s actual performance during the year. In addition, the executive will continue to receive certain life insurance, perquisite and tax preparation benefits for 18 months following termination, and will continue to receive certain medical benefits for the remainder of the term of the employment agreement and an additional period of 18 months thereafter. The executive will fully vest in all benefits accrued under any employee benefit plans, other than qualified retirement plans, and to the extent that the executive is not fully vested in all qualified retirement plans, he or she will receive a payment equal to any unvested portion of his or her accounts in such retirement plans. Furthermore, any unvested retention equity awards (or, in the case of Mr. Patel, any unvested equity awards) granted pursuant to the new employment agreement (as described below) then held by the executive will become fully vested, and the executive will be entitled to exercise any vested stock options that he or she holds until the earlier of 18 months from the date of termination of employment or the date such stock options expire.

In the event of a termination of an executive’s employment as a result of retirement (which cannot occur until the fifth anniversary of the proposed merger and until the sum of his or her age and years of service with Lottomatica and GTECH is at least 65), any vested stock options that the executive holds will remain exercisable until they expire, and the executive will be entitled to accelerated vesting of some or all of the unvested restricted stock units

The new employment agreements provide that Lottomatica will enter into a tax equalization agreement with the applicable executive to make the executive whole to the extent that his or her total tax liability under both United States and Italian tax laws is in excess of the total tax liability if the executive was only subject to tax under United States laws.

Mr. Sweitzer’s new employment agreement will also provide that upon his retirement, GTECH will enter into a five year consulting arrangement with Mr. Sweitzer.

Management Equity Reinvestment.  The new employment agreements with each of the Covered Officers (other than Ms. Laverty O’Connor) will also provide that each such officer currently holding GTECH shares will invest at least 50% of his net after-tax payments received as merger consideration or option proceeds to purchase newly issued shares of Lottomatica stock after completion of the proposed merger, at the rights issue price established in the rights issue described under the caption “The Proposed Merger — Financing”. By virtue of these investments, unlike our other stockholders, these officers will have an opportunity to share in the growth of the surviving corporation after the proposed merger. Pursuant to the terms of the new employment agreements, the shares will not be transferable until the earlier of the three-year anniversary of the effective date of the proposed merger and the termination of the applicable executive’s employment with Lottomatica and/or GTECH.

Equity Based Grants.  The new employment agreements will provide that the Covered Officers will be eligible for annual grants of stock options and other equity-based awards under Lottomatica’s long-term incentive plans. Of such future equity grants, at least 35% will consist of restricted stock units that will be settled in fully vested shares of Lottomatica stock upon the achievement of target performance goals. In addition, within 60 days following completion of the proposed merger, each Covered Officer (other than Ms. Laverty O’Connor) will be entitled to a grant of equity-based awards that have a value set forth in the table below. The value of such awards on the grant date will be split 65% stock options (the value of which will be determined on a Black-Scholes basis) and 35% restricted stock units (the value of which will be determined based on the price of Lottomatica’s stock on the grant date). The stock options will vest in a manner consistent with stock options granted to other senior executives of Lottomatica. The restricted stock units will vest upon the achievement of target performance goals in a manner consistent with the equity compensation policies for other senior executives of Lottomatica.

The new employment agreements provide that Lottomatica may substitute equivalent awards payable in cash for any stock options or restricted stock units granted pursuant to the employment agreements.

The value of shares subject to each Covered Officer’s awards will be as provided in the following table: