a. x
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b. ¨
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The filing of a registration statement under the Securities Act of 1933. |
c. ¨
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A tender offer.
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d. ¨
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None of the above.
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Transaction Valuation*
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Amount of Filing Fee**
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$4,944,517.06
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$636.85
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x |
Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$636.85 |
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Filing Party:
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International Lottery & Totalizator Systems, Inc. | |
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Form or Registration No.:
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005-54291 |
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Date Filed:
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January 31, 2014 |
Item 1.
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Summary Term Sheet.
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Item 2.
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Subject Corporation Information.
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(a)
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Name and Address: The Corporation’s name and the address and telephone number of its principal executive offices are as follows:
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(b)
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Securities: The information set forth in the Information Statement under the following captions is incorporated herein by reference:
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(c)
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Trading Market and Price: The information set forth in the Information Statement under the following caption is incorporated herein by reference:
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(d)
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Dividends: The information set forth in the Information Statement under the following caption is incorporated herein by reference:
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(e)
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Prior Public Offerings: Not Applicable
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(f)
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Prior Stock Purchases: Not Applicable |
Item 3.
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Identity and Background of Filing Person.
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(a)-(c)
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Name and Address; Business and Background of Entities; Business and Background of Natural Persons: The information set forth in the Information Statement under the following caption is incorporated herein by reference: |
Item 4.
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Terms of the Transaction.
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(a)
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Material Terms: The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
(c)
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Different Terms: The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
(d)
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Appraisal Rights: The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
(e)
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Provisions for Unaffiliated Security Holders: The information set forth in the Information Statement under the following caption is incorporated herein by reference: |
(f)
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Eligibility for Listing or Trading: Not Applicable |
Item 5.
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Past Contacts, Transactions, Negotiations and Agreements.
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(a)-(c)
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Transactions; Significant Corporate Events; Negotiations or Contacts: The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
(e)
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Agreements Involving the Subject Corporation’s Securities: Not Applicable |
Item 6.
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Purposes of the Transaction and Plans or Proposals.
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(b)
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Use of Securities Acquired: The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
(c)(1)-(8)
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Plans: The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
Item 7.
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Purposes, Alternatives, Reasons and Effects.
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(a)
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Purposes: The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
(b)
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Alternatives: The information set forth in the Information Statement under the following caption is incorporated herein by reference: |
(c)
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Reasons: The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
(d)
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Effects: The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
Item 8.
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Fairness of the Transaction.
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(a)-(b)
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Fairness; Factors Considered in Determining Fairness: The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
(c)-(d)
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Approval of Security Holders; Unaffiliated Representative: The information set forth in the Information Statement under the following caption is incorporated herein by reference: |
(e)
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Approval of Directors: The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
(f)
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Other Offers: Not Applicable |
Item 9.
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Reports, Opinions, Appraisals and Negotiations.
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(a)-(c)
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Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal: The information set forth in the Information Statement under the following captions is incorporated herein by reference: |
Item 10.
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Source and Amounts of Funds or Other Consideration.
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(a)
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Source of Funds: The information set forth in the Information Statement under the following caption is incorporated herein by reference: |
(b)
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Conditions: None |
(c)
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Expenses: The information set forth in the Information Statement under the following caption is incorporated herein by reference: |
(d)
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Borrowed Funds: Not Applicable |
Item 11.
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Interest in Securities of the Subject Corporation.
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(a)
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Securities Ownership: The information set forth in the Information Statement under the following caption is incorporated herein by reference: |
(b)
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Securities Transactions: None |
Item 12.
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The Solicitation or Recommendation.
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(d)-(e)
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Intent to Tender or Vote in a Going-Private Transaction; Recommendations of Others: Not Applicable |
Item 13.
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Financial Statements.
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(a)
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Financial Information: The information set forth in the Information Statement under the following caption is incorporated herein by reference: |
(b)
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Pro Forma Information: Not Applicable |
Item 14.
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Persons/Assets, Retained, Employed, Compensated or Used.
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(a)-(b)
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Solicitations or Recommendations; Employee and Corporate Assets: Not Applicable |
Item 15.
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Additional Information.
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(b)
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Not Applicable |
(c)
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Other Material Information: The information set forth in the Information Statement, including all appendices thereto, is incorporated herein by reference. |
Item 16.
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Exhibits.
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(a)
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Information Statement of International Lottery & Totalizator Systems, Inc. (incorporated herein by reference to the Schedule 14C filed concurrently with the Securities and Exchange Commission). |
(b)
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Not Applicable. |
(c)(1)
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Initial Valuation Analysis, dated as of November 7, 2013, of Mercer Capital Management, Inc. (incorporated herein by reference to Amendment No. 1 to Schedule 13E-3 filed with the Securities and Exchange Commission on March 25, 2014). |
(c)(2)
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Final Valuation Analysis, dated as of January 8, 2014, of Mercer Capital Management, Inc. (incorporated herein by reference to Amendment No. 1 to Schedule 13E-3 filed with the Securities and Exchange Commission on March 25, 2014). |
(c)(3)
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Fairness Opinion, dated as of January 8, 2014, of Mercer Capital Management, Inc. (incorporated herein by reference to Appendix D to the Schedule 14C filed concurrently with the Securities and Exchange Commission). |
(c)(4)
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Valuation Analysis, dated September 9, 2013, of Duff & Phelps, LLC (incorporated by reference herein to Amendment No. 2 to Schedule 13E-3 filed with the Securities and Exchange Commission on October 24, 2014). |
(d)
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Not Applicable. |
(f)
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Not Applicable. |
(g)
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Not Applicable. |
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INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.
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By:
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/s/ Siaw Peng Low
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Name: Siaw Peng Low
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Title: Corporate Secretary
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DELAWARE INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.
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By:
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/s/ Siaw Peng Low
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Name: Siaw Peng Low
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Title: Corporate Secretary
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BERJAYA LOTTERY MANAGEMENT (H.K.) LIMITED
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By:
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/s/ Chan Kien Sing |
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Name: Chan Kien Sing
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Title: Director
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/s/ Chan Kien Sing |
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Chan Kien Sing
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/s/ Ooi Lee Meng |
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Ooi Lee Meng
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/s/ Rayvin Yeong Sheik Tan |
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Rayvin Yeong Sheik Tan
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