SPIN PALACE GROUP ACQUIRED BY FAIRGROUND GAMING

[Casinomeister]

SPIN PALACE GROUP ACQUIRED BY FAIRGROUND GAMING

Recently merged online casino and poker room group acquired for US $ 66 million
Surprise disclosure this week was the takeover of the recently merged Spin Palace- Piggs Casino group by London listed company Fairground Gaming Holdings plc for a $66 million consideration. Trading of the shares on the London AIM was suspended as the deal went through.

In the press release, the directors of Fairground Gaming (see previous InfoPowa reports on this company) disclosed that the company has entered into a conditional purchase agreement to acquire all of the online gaming businesses and subsidiaries, which collectively form The Spin Palace Group from Roundit Limited, for a maximum consideration of US$66 million.

Highlights of the deal include:

* The Acquisition is the first by Fairground Gaming since admission to AIM in October 2005, is in line with the Company’s strategy and is conditional on re-admission to trading of the enlarged issued share capital;

* The Spin Palace Group comprises two recently combined businesses, Spin Palace and Piggs Casino, and is a licensed online casino and poker group offering over 200 different games to a global customer base;

* Core domains include www.spinpalace.com, www.rubyfortune.com and www.piggscasinos.com;

* The technology platform of the Acquisition is underpinned by Microgaming considered by the Fairground directors to be the leading provider of software to online casinos;

* Scope for further integration and exploitation of new products; Existing management teams and staff to remain with the enlarged group on completion of the Acquisition;

* Acquisition incorporates a marketing business and scalable call centre to which Roundit previously outsourced these functions as well as an award-winning affiliate programme;

* The initial consideration of approximately US$46 million, consisting of US$10 million cash payment from existing Fairground Gaming resources with the remainder being satisfied through the issue of ordinary shares in Fairground Gaming and warrants over Ordinary Shares in Fairground Gaming;

* Further earnout consideration payable of up to US$20 million, dependent upon the EBITDA of The Spin Palace Group for the year to 31 December 2006; and

* The acquisition constitutes a reverse takeover for the purposes of the AIM Rules and accordingly the Directors have requested that Fairground Gaming’s shares be suspended from trading on AIM with immediate effect until such time as an AIM admission document is published.

Commenting on the proposed acquisition, Evan Hoff, Chief Executive of Fairground Gaming, said:

“The Spin Palace Group will be the cornerstone in the execution of Fairground Gaming’s consolidation strategy. Both Spin Palace and Piggs Casino are well managed and cash generative businesses and, combined, we believe they have the potential to be scaled upwards to enhance future revenues of the Company. We look forward to working with management in growing the business and seeking out complementary acquisitions that will assist us in achieving further scale and product and geographic diversification. We look forward to providing further information to investors in due course.”

Courtesy of Infopowa news.

[Webzcas]

Wow! So the consolidation of the industry continues unabated. It is sure going to be an interesting summer!

[Mousey]

Awww jeeezzzz... Can't they leave well enough alone?? I was happy as a bug in a rug with Mummy's and Piggs before the Palace group took over. And now the whole kit and kaboodle have been sold?? All this buying and selling makes me nervous. And I'm without a 'home' casino till the dust settles...