NEW MEDIA GROUP TAKES A RUN AT WPT

30 October 2009

$35 million cash and stock offer made 
 

World Poker Tour Enterprises appears to be favoured despite its at times parlous past, with another acquisition attempt in the works this week, according to Reuters news agency reports.

Looking to get in on the WPT action is the Los Angeles-based new media group Mandalay Media Inc., who's co-chairman Robert Ellin spearheaded the offer to take over WPT in a $35 million stock and cash deal.

WPT shareholders would receive cash and stock of $1.69 per share, based on WPT`s recent outstanding shares and disregarding options, Ellin proposed, adding that the offer represents a premium of approximately 54 percent over the closing price of WPT`s common stock on October 26, 2009 and a premium of approximately 23 percent over the implied value at closing of WPT`s pending asset sale with Peerless Media Ltd.

Ellin claims that the Mandalay offer constitutes a "superior proposal" in terms of the earlier WPT-Peerless asset purchase agreement, entitling WPT to take up the better offer. Investors will be further tempted to support the Mandalay acquisition because the Peerless deal
provides no payment or distribution of any kind to WPT`s shareholders.

In contrast, the Mandalay proposal would provide significant cash and stock directly into the hands of WPT shareholders.

Mandalay has suggested that the WPT Board postpone today's (Oct. 30th) Special Meeting of Shareholders and meet with a Mandalay team to further discuss the offer.

In its letter to WPT, Mandalay advises: "We believe a strategic combination of Mandalay and WPTE would deliver significant value to our respective shareholders, and position the combined company for substantial future growth.

"Under our proposal, which has no financing contingency, Mandalay and WPTE would combine and WPTE shareholders would receive, in the aggregate, approximately $35 million in stock and cash, consisting of:

(i) $10 million in Mandalay common stock, plus
(ii) $25 million of cash.

"On a per share basis, had we closed on October 22, 2009 (when our stock closed at $.50 per share), and using your August 12, 2009 outstanding shares of 20,603,333, each share of common stock of WPTE would be converted into the right to receive approximately $1.69 per share as follows:

(1) $1.21 in cash plus
(2) .97 shares of Mandalay common stock, having an implied value of $.485 per WPTE share.The actual number of shares of Mandalay to be issued will be determined as of prior to closing, but the total value of the stock component will be fixed at $10 million.Our proposal assumes
no material change in WPTE`s assets and liabilities."

Mandalay Media is a global publisher and distributor of branded entertainment for 3G mobile networks, including images, video, TV programming, and games.With distribution in 40 countries through 120 major mobile operators, it offers over 400 branded WAP sites, chat services, and customised video clips.

Additionally, the group distributes more than 150 mobile game titles from content partners such as Sony, Taito, THQ, Digital Chocolate, THQ, and others. Its patented Play For Prizes platform is available on Verizon, AT&T, Sprint, and Virgin Mobile, and includes titles such as Wheel of Fortune, Jeopardy, Frogger, and Jewel Quest.

Mandalay has annualised revenues of $40 million, and with the expected synergies and cost savings from the combination of the two public companies, it expects annual revenues and EBITDA of the combined company to exceed $60 million and $8 million, respectively, starting from the closing.

Mandalay Media has the management team, seasoned veterans and strategic relationships necessary to lead the company in its multiple service offerings and distribution channels, says Ellin, who also noted the powerful advantages of a combined company:

* Mandalay Media will cultivate and expand long-term global contracts for its television content.

* The firm can leverage its mobile platform and operator relationships throughout the world to provide a full mobile social media and sports / poker playing experience.

* Mandalay Media will tap into Facebook and additional social media websites to develop and publish a more compelling and branded next generation poker experience that currently offered.

* Through its existing platform technologies the company can provide a "connected" game experience for the internet as well as third screens (mobile phones).Players can always be part of the WPT community wherever they are.

* Through its Play for Prizes platform Mandalay is uniquely positioned to deliver mobile and internet skill with prizes game play.

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