BETandWIN.com to Acquire Ongame - Monday 19th of December 2005
VIENNA, Austria – BETandWIN.com Interactive Entertainment AG (VSE: BWIN) announced todaythat it has entered into a Share Purchase Agreement ("SPA") for theacquisition of 100% of the shares in Ongame e-solutions AB ("Ongame"). Ongameowns and operates, amongst other sites, one of the world's leading pokerwebsites, PokerRoom.com, and runs one of the fastest growing and most liquidpoker networks as a B2B service provider.
As of 30 November 2005, Ongame had more than five million registeredcustomers and in Q3 2005 more than 260,000 active real money players in itspoker network, making it one of the largest worldwide. Last year net salesgrew by approximately 253% with an operating margin of approximately 33%.More than 76% of Ongame's net revenue is derived from poker games on itsproprietarily owned sites PokerRoom.com, HoldemPoker.com and EuroPoker.com.
Completion of the transaction is expected to take place within the firstfour months of 2006 and is conditional upon satisfaction of variousconditions precedent, among them approval from betandwin's supervisory board,various regulatory approvals, merger control clearances, satisfactorycompletion of a fundraising to finance the acquisition, and Ongame achievingnet revenues in 2005 of not less than EUR 88.2 (USD 105) million and anEBITDA of not less than EUR 25.2 (USD 30) million.
The total consideration for 100% of Ongame will be calculated by using acontractually agreed multiple of 5.37 of Ongame's net revenues in 2005 and istherefore expected to amount to at least EUR 473.6 million.
The consideration will be payable as follows:
- 40% in betandwin stock at an issue price of EUR 65.19 (average closingprice during the 30 trading days prior to the announcement of 9 December2005) with customary lock-up provisions of whereby no consideration sharescan be sold within 6 months of the closing of the acquisition, with furtherrestrictions limiting the volume of shares that may be sold in the marketplace for up to a further 18 months.
- 45% in cash to be raised from different sources the company iscurrently reviewing, including equity.
- 15% of the consideration will be retained by betandwin as a deferredcontingent payment. This payment may be deferred until Q1 2009 and the finalamount is subject to adjustment depending on certain financial criteria in2006.
Norbert Teufelberger, Co-CEO of betandwin, commented the transaction:"The acquisition of Ongame significantly advances betandwin's ambition to bea leading global provider of online gaming by combining the two company'sexcellent platforms. The transaction is expected to be earnings accretivefrom the first year of consolidation. The acquisition enables us to establishbetandwin as a one-stop, global gaming and sports betting brand significantlyearlier than either company could deliver independently. The opportunity tointroduce new products to each company's player base, through cross sellingand new product introductions, as and when regulation and systems allow, willbe of significant benefit to both customers and shareholders."
Major strategic advantages of the combined entity are:
- Control of its IT development - best of breed IT systems. betandwin'sproprietary sports betting platform combined with Ongame's in-house developedpoker and casino system.
- Complementary regional focus. betandwin is a leader of online gaming inContinental Europe and Ongame is one of the leaders in online poker in the USand Canada.
- Excellent cross selling potential. There are significant opportunitiesto introduce existing products from both betandwin and Ongame to the other'scustomer base. Post completion of the acquisition these opportunities will besubject to detailed further business planning.
- Addition of excellent management team. Ongame brings with it anexperienced management, adding depth and specialist poker expertise tobetandwin.
Manfred Bodner, Co-CEO of betandwin said,
"Operationally, we will initially run Ongame and betandwin with theirexisting management teams. We will of course quickly address how to bestharmonise our combined marketing efforts whilst we study how most efficientlyto combine our human and technical resources. We are delighted that PatrikSelin, CEO of Ongame, and his management team will join our team in order tomake our vision, to build a leading global online gaming player, come true."
"We are happy to join a group that has demonstrated its capability tosuccessfully grow and diversify its proven business model", says PatrikSelin. "Together we will have an increased capacity to further develop ourleading positions in sports betting and poker, and expand our offerings,including our poker network, to third parties while launching globalcampaigns for our proprietary brands."
betandwin is advised by Dresdner Kleinwort Wasserstein on various aspectsof the transaction.
Ongame is advised by HSBC Bank plc.
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