By James McNair
The Cincinnati Enquirer

Rogers Wells Jr.

Gtech Holdings said Thursday it had consummated its $85 million purchase of Interlott Technologies, a Mason company that makes vending machines for scratch-off lottery tickets.

Interlott Chairman Rogers Wells Jr.'s share of Thursday's sale was $32.9 million.

Gtech, of West Greenwich, R.I., said Interlott's shareholders approved the acquisition at a special meeting Wednesday. The outcome was not in doubt: Wells owned 55 percent of Interlott's publicly traded common stock and had already agreed to vote in favor of the sale.

Interlott shares ceased trading on the American Stock Exchange on Thursday, and the company's stockholders received the right to cash in their shares for $9 apiece, convert them into Gtech shares or a combination of both. Interlott can adjust the redemptions so that it pays 51.5 percent with stock and 48.5 percent with cash.

It was a long-awaited payday for Wells, 65. He served as Interlott's principal shareholder since 1992, took it public in 1994 at a split-adjusted price of $5.75 and built the company into a 29-state, 14-country vendor with $52 million in revenue and $3.1 million in net income in 2002.

Wells will receive another tidy sendoff for steering clear of the lottery ticket dispensing business: A five-year noncompete deal that will fetch him $250,000 a year, or $100,000 less than his base pay at Interlott. He did not return a phone call Thursday for comment.

The rest of Interlott's 260 employees, including about 160 in Mason, joined the Gtech payroll Thursday.

"Every employee was given a letter of employment with Gtech, so now we're beginning the planning process for the integration," said Gtech spokesman Robert Vincent. "Interlott is the gold standard for the industry. They build a very good business with some very good people."

Gtech will maintain the Interlott name and expand its presence in both U.S. and overseas markets. Gtech provides software, networks and service for the lottery and financial services industries. The company, which posted $979 million in revenue during the fiscal year ended in February, has 4,300 employees in 43 countries.

Wells and Gtech were not strangers before the acquisition was announced in March.

In 1994, Wells was indicted on charges of accepting payments from Gtech when he was secretary of finance and administration under former Kentucky Gov. Wallace Wilkinson, during whose term the state lottery began.

Gtech was a Kentucky lottery contractor, and its former national sales manager was also indicted.

Both he and Wells were acquitted.

E-mail jmcnair@enquirer.com