Bwin and Party Gaming announce merger after months of speculation and rumour

Vying with the passage out of Committee in the USA of Barney Frank's bill to legalise online gambling, a merger agreement between online gambling giants Bwin Interactive and Party Gaming plc grabbed the headlines Thursday.

Announcements from the two companies highlighted:

* Creation of the world’s largest listed online gaming business

* Market leading positions in all key verticals of online poker, sports betting, casino and games (in particular bingo)

* Pro forma 2009 net gaming revenue of Euro 682 million and EBITDA of Euro 196 million, before synergies

* Estimated annualised synergies of approximately Euro 55 million

* Proposed Merger is expected to be significantly earnings enhancing for both companies pre-amortisation

* Enlarged Group to be owned approximately 48.36 percent and 51.64 percent by Party Gaming and Bwin shareholders respectively and will be listed on the London Stock Exchange and incorporated in Gibraltar.

* Party Gaming's Jim Ryan and Bwin's Norbert Teufelberger to be co-chief executive officers of the enlarged group

* Irrevocable undertakings in support of the proposed merger have been received from shareholders currently holding 28.5 percent and 14.4 per cent of Party Gaming and Bwin’s existing issued share capital respectively.

Commenting on the proposed merger, Party Gaming plc CEO Jim Ryan said: “This is a transformational opportunity for both our companies to create the world’s largest listed online gaming business. With market-leading positions in poker, sports betting, casino and games (in particular bingo), the enlarged group will have a winning formula to exploit the growing online gaming market, supported by a strong balance sheet, significant cash flow generation and a highly experienced management team.”

Norbert Teufelberger, co-chief executive officer of Bwin said: “This merger of equals makes great strategic, operational and financial sense. We will be in pole position to capitalise on the wealth of opportunities that will flow from the continued evolution and expansion of the global online gaming industry.”

Under the proposed merger, the assets and liabilities of Bwin will be transferred to Party Gaming, thereby forming a Societas Europaea (European joint stock company) incorporated in Gibraltar. Current shareholders of Bwin will receive approximately 51.6 percent of the shares and current shareholders of Party Gaming 48.4 percent of the shares in the combined entity.

Upon completion of the merger, Bwin shares will be de-listed from the Vienna Stock Exchange and the shares in the combined entity will be listed exclusively on the London Stock Exchange.

The merger is subject to conditions which include the approval of the transaction by separate extraordinary meetings of the Bwin and Party Gaming shareholders; the receipt of certain antitrust and regulatory clearances; and satisfaction of employee consultation requirements as applicable to the formation of a Societas Europaea.

The supervisory board of Bwin and board of directors of Party Gaming have agreed a balanced management structure for the enlarged group, drawing upon the management strength of both groups. In addition to the co-chief executor status of Ryan and Teufelberger, Martin Weigold will be group finance director and Joachim Baca will be chief operating officer.

It is intended to appoint a new independent, non-executive chairman who will join the board of the enlarged group upon completion of the merger. Excluding the chairman, there will be equal executive and non-executive representation from current members of the Party Gaming Board, the Bwin Board and senior management.

Manfred Bodner (co-CEO Bwin) will move from the Bwin Board to be a non-executive director on the board of the enlarged group and will be involved in brand-integration management and strategic sales issues.

Analysts assessing the merger news commented that Bwin is currently the largest publicly listed internet gambling company with a market cap of around Euro 1.4 billion, while Party Gaming is second with a market cap of GBP1.1 billion.

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