Press Release: Proposed Merger with bwin; Change of name to bwin.party digital entertainment plc; Publication of Shareholder Documents
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On 29 July 2010, PartyGaming Plc and bwin Interactive Entertainment AG (‘bwin’) announced they had agreed the basis of a Proposed Merger of both companies. The Proposed Merger will create the world’s largest listed online gaming business, with pro forma unaudited net revenues in 2009 from continuing operations, of €696.2 million, pro forma unaudited Clean EBITDA from continuing operations of €193.7 million, and pro forma unaudited profit after tax from continuing operations of €99.4 million (excluding transaction costs) for the year ended 31 December 2009 and pro forma unaudited net assets as at 31 December 2009 of €1,276.7 million (after consolidation adjustments).
PartyGaming is pleased to announce that a key milestone in the process has been reached with the publication today of the Prospectus (the ‘Prospectus’) and a circular to its shareholders (the ‘Circular’) containing further details of the Proposed Merger and also a series of proposed resolutions (the ‘Resolutions’) to be considered at an extraordinary general meeting of all shareholders to be held on 28 January 2011 (the ‘EGM’). One of the proposals to be considered is to change the Company’s name on completion of the Merger to bwin.party digital entertainment plc (‘bwin.party’).
Copies of the Prospectus and the Circular will today be submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do.
The Circular will be posted to PartyGaming’s shareholders tomorrow and copies of the Prospectus and Circular will be available to download from the Group's website tomorrow.
Completion of the Merger is conditional upon, amongst other things, approval of the Resolutions by PartyGaming’s shareholders at the EGM. At the end of the Circular, PartyGaming’s shareholders will find a notice convening the EGM to be held on 28 January 2011 at 2.00 p.m. (CET) at The Eliott Hotel, 2 Governor’s Parade, Gibraltar.
A summary of the expected timetable to Completion is set out below:
bwin EGM
10.00 a.m. (CET) on 28 January 2011
PartyGaming EGM
2.00 p.m. (CET) on 28 January 2011
The following dates are indicative only and subject to change. Please see note (1) below.
PartyGaming Court Hearing to sanction the Merger
15 March 2011
Last day of dealings in Existing bwin Shares
25 March 2011
Last day of dealings in Existing PartyGaming Shares and Effective Date
31 March 2011
De‑listing of Existing bwin Shares from the Vienna Stock Exchange
close of trading on 31 March 2011
De‑listing of Existing PartyGaming Shares from the London Stock Exchange
8.00 a.m. (London time) on 1 April 2011
Expected Admission and commencement of dealings in bwin.party Shares, Completion
8.00 a.m. (London time) on 1 April 2011
CREST accounts expected to be credited with Depositary Interests in respect of the bwin.party Shares
on or around 1 April 2011
Notes:
(1) These dates are indicative and assume that the requisite regulatory clearances have been obtained and other conditions to Completion fulfilled before the date estimated for Completion. The expected dates following the PartyGaming Court Hearing will depend, among other things, on the date upon which the Court sanctions the Merger and the timing of the satisfaction of all the conditions to Completion. If any of the above times and/or dates change, the revised times and/or dates will be notified by announcement through a Regulatory Information Service.
Copies of the Prospectus, the Circular and other documents noted in the Prospectus and Circular as being available for inspection may be inspected during normal business hours on each Business Day from today up to and including the Expected Admission and commencement of dealings in bwin.party Shares at the registered office of the Company, being 711, Europort, Gibraltar, at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS, United Kingdom, and will also be available for inspection at the Extraordinary General Meeting for at least 15 minutes prior to and during the meeting.
Capitalised terms used but not defined in this announcement have the same meanings as set out in the announcement released by the Company at 11.03 a.m. BST on 29 July 2010.
Press Release
bwin and PartyGaming present details on the merger
Announcement by bwin Interactive Entertainment AG (“bwin”)
Below is the text of an announcement issued today by bwin.
bwin and PartyGaming present details on the merger
bwin.party digital entertainment will be the world’s largest publicly listed online gaming provider.
Vienna, 23 December 2010 - The merger plan presented by bwin Interactive Entertainment AG and PartyGaming Plc will create the world's largest publicly listed online gaming group – a group that will be ideally positioned to take advantage of the rapid consolidation of the online gaming industry and to open up new markets around the world. The annual synergies resulting from this merger are expected to total approximately 55 million Euros: it is anticipated that about three quarters of this amount will be achieved in the financial year 2012, with full synergies from 2013.
Brands to be retained
“The online gaming industry is going through a phase of consolidation, making market players’ size and geographic diversification more crucial than ever,” explains Norbert Teufelberger, Co-CEO of bwin. The new company will operate worldwide with its existing brands under the name of bwin.party digital entertainment plc, in which current bwin shareholders are expected to hold 51.7 per cent of the shares and current PartyGaming shareholders 48.3 per cent. “Our products and target markets complement one another perfectly, and we can continue to expand our technology lead in all key product segments: sports betting, poker, casino, bingo and games,” according to Teufelberger.
Strong capital structure and customer liquidity
Like PartyGaming in the past, bwin.party will have its headquarters in Gibraltar and be listed on the London Stock Exchange. Besides a clear focus on B2C products, the company will also steadily expand its B2B and B2G business. “Our many years of online know-how, healthy balance sheet, and one of the largest pools of poker liquidity in any regulated market will make us an attractive business partner,” clarifies Teufelberger, who will head up the company as Co-CEO together with Jim Ryan, PartyGaming’s current CEO. The business operations of bwin in Austria will be retained, where a newly founded subsidiary, bwin Services AG will support selected areas of the group in Vienna.
From merger plan to completion
The merger plan published today contains full details of the planned merger, and can be downloaded together with other documents from bwin’s corporate website at www.bwin.org. The Executive Board of bwin will be convening an Extraordinary General Meeting on 28 January 2011 at which it will recommend shareholders to vote for the merger. Provided the general meetings of both bwin and PartyGaming approve this merger, all shareholders holding bwin shares when the merger becomes legally effective – expected to be towards the end of the first quarter of 2011 – will receive 12.23 PartyGaming shares denominated in GBP for each bwin share. This share swap will be carried out automatically and free of charge.
Any shareholders not wishing to become shareholders in bwin.party can sell their shares beforehand on the Vienna Stock Exchange or exercise their entitlement to a cash settlement. The amount of the cash settlement has been set at 23.52 Euros. The exchange ratio and the cash compensation amount have been confirmed as adequate by independent experts.
About bwin
The bwin Group has over 20 million registered customers in more than 25 core markets. On a number of different platforms, the Group offers sports betting, poker, casino games, soft and skill games, as well as audio and video streams of top sporting events such as the German Soccer League. The holding company bwin Interactive Entertainment AG is listed in the ATX on the Vienna Stock Exchange (ID code BWIN, Reuters ID code BWIN.VI), and as the parent company provides various services such as software development, marketing, communications, human resources and finance for its subsidiaries and associated companies. The operational business of the bwin Group is carried out by subsidiaries and associated companies on the basis of licences (e.g. Germany, Italy and Gibraltar). Full details about the Company can be found on its investor relations website.
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