Parlay Entertainment sold

[jetset]

ONLINE BINGO PROVIDER SALE SIGNED

Canada's Parlay Entertainment to be acquired by Barbados company headed by Sportingbet founder

Canadian online bingo software developer and provider Parlay Entertainment Inc. is in the early stages of being acquired by PEIC Acquisition Corp., a company presided over by Sportingbet founder and well known industry personality Mark Blandford. PEIC Acquisition is incorporated and registered in Ontario, Canada, with Blandford as President. The company is a wholly owned subsidiary of Letton Investments Limited out of Barbados, set up to make investments in companies who operate in or are related to the internet gaming industry.

The acquisition of the shares of Parlay Entertainment Inc. will constitute the first of such investments.

The two companies have entered into a non-binding letter of intent dated January 11, 2008 related to a proposed transaction by PEIC Acquisition Corp. to acquire all of the outstanding common shares of Parlay by way of a statutory plan of arrangement.

The proposed transaction is subject to satisfactory completion of due diligence by the PEIC, the execution of a definitive agreement, court approval, regulatory approval, and the approval of both the board of directors and the shareholders of Parlay.

The letter of intent includes a binding exclusivity provision whereby Parlay will not solicit or initiate competing acquisition proposals or participate in negotiations or discussions which may be ongoing with respect to a similar transaction with any third party until January 30, 2008. The exclusivity provision does not impact on Parlay's ability to respond to a superior proposal, should one be presented at any time.

The letter of intent also includes a binding provision requiring Parlay to pay the out of pocket legal, tax and accounting costs and expenses of PEIC of up to Cdn$ 500 000, except where the transaction is terminated by the PEIC in certain limited circumstances.

The non-binding terms of the letter of intent provide that all shareholders of Parlay would receive approximately Cdn$ 0.95 cash for each of their shares of Parlay, valuing the firm at around Cdn$ 12.3 million. Certain shareholders (which would include members of Parlay management) will, in lieu of the cash consideration, receive shares of PEIC in exchange for their shares of Parlay.

Parlay Entertainment Inc. bingo software has enjoyed increasing popularity in recent years, providing multi-player online bingo software to top brands such as Virgin, Yahoo!, MSN and Littlewoods Gaming. Parlay is headquartered in Oakville, Canada with offices in Bridgetown, Barbados, and Valletta, Malta, where it is licensed. Company spokesmen have been hinting at reportedly major new deals due for announcement soon.