ONGAME SALE TERMS AMENDED

16 November 2007

Bwin announces completion of deal disrupted by UIGEA


The Vienna listed online gambling group Bwin and the former owners of the Ongame group which the Austrian group acquired last year have reached an agreement that amends the original terms of sale, completing the long delayed transaction.

"In connection with the Bwin Games [formerly Ongame Group] transaction, Bwin and the sellers agreed on a deferred consideration with a potential value of Euro 83 million including interest as of settlement date," a Bwin spokesman said.

The initial sale and agreement was disrupted in October last year when the United States outlawed financial transactions with online gambling companies and Bwin exited the real-money US gambling market.

"In spring this [2007] year, Bwin entered into negotiations with the former majority shareholders of Bwin Games, who sold 96.3 percent of the company's shares," the spokesman added, revealing that agreement has now been reached that will waive the purchase price owed, amounting to Euro 79.9 million including interest.

The quid pro quo for waiving the claim is that the former Ongame owners will receive 28.89 percent of the net gaming revenues generated from U.S. customers over a period of five years should Bwin reintroduce real-money gaming products, such as its poker site PokerRoom.com, to U.S. customers. That amount will be capped at Euro 79.9 million.

Bwin will be released from all remaining lock-up obligations on the sale of the Bwin shares, which the Ongame sellers received as part of the purchase price.

"This agreement fully settles the Bwin Games transaction with this group of sellers," the spokesman concluded.

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