Bet And Win acquires Ongame

jetset

RIP Brian
CAG
Joined
Feb 22, 2001
Location
Earth
Looks like the Bet And Win acquisition of Ongame has been effected:




16.12.2005

BETandWIN.com Interactive Entertainment AG (VSE: BWIN) announced
today that it has entered into a Share Purchase Agreement ("SPA") for
the acquisition of 100% of the shares in Ongame e-solutions AB
("Ongame"). Ongame owns and operates, amongst other sites, one of the
worlds leading poker websites, PokerRoom.com, and runs one of the
fastest growing and most liquid poker networks as a B2B service
provider.

As of 30 November 2005, Ongame had more than five million registered
customers and in Q3 2005 more than 260,000 active real money players
in its poker network, making it one of the largest worldwide. Last
year net sales grew by approximately 253% with an operating margin of
approximately 33%. More than 76% of Ongames net revenue is derived
from poker games on its proprietarily owned sites PokerRoom.com,
HoldemPoker.com and EuroPoker.com.

Completion of the transaction is expected to take place within the
first four months of 2006 and is conditional upon satisfaction of
various conditions precedent, among them approval from betandwins
supervisory board, various regulatory approvals, merger control
clearances, satisfactory completion of a fundraising to finance the
acquisition, and Ongame achieving net revenues in 2005 of not less
than EUR 88.2 (USD 105) million and an EBITDA of not less than EUR
25.2 (USD 30) million.

The total consideration for 100% of Ongame will be calculated by
using a contractually agreed multiple of 5.37 of Ongames net
revenues in 2005 and is therefore expected to amount to at least EUR
473.6 million.

The consideration will be payable as follows:

40% in betandwin stock at an issue price of EUR 65.19 (average closing
price during the 30 trading days prior to the announcement of 9 December 2005)
with customary lock-up provisions of whereby no consideration shares can be sold
within 6 months of the closing of the acquisition, with further restrictions
limiting the volume of shares that may be sold in the market place for up to a
further 18 months.
45% in cash to be raised from different sources the company is currently
reviewing, including equity.
15% of the consideration will be retained by betandwin as a deferred
contingent payment. This payment may be deferred until Q1 2009 and the final
amount is subject to adjustment depending on certain financial criteria in 2006.
Norbert Teufelberger, Co-CEO of betandwin, commented the transaction: "The
acquisition of Ongame significantly advances betandwins ambition to be a
leading global provider of online gaming by combining the two companys
excellent platforms. The transaction is expected to be earnings accretive from
the first year of consolidation. The acquisition enables us to establish
betandwin as a one-stop, global gaming and sports betting brand significantly
earlier than either company could deliver independently. The opportunity to
introduce new products to each companys player base, through cross selling and
new product introductions, as and when regulation and systems allow, will be of
significant benefit to both customers and shareholders."
Major strategic advantages of the combined entity are:
Control of its IT development - best of breed IT systems. betandwins
proprietary sports betting platform combined with Ongames in-house developed
poker and casino system.
Complementary regional focus. betandwin is a leader of online gaming in
Continental Europe and Ongame is one of the leaders in online poker in the US
and Canada.
Excellent cross selling potential. There are significant opportunities
to introduce existing products from both betandwin and Ongame to the others
customer base. Post completion of the acquisition these opportunities will be
subject to detailed further business planning.
Addition of excellent management team. Ongame brings with it an
experienced management, adding depth and specialist poker expertise to
betandwin.
Manfred Bodner, Co-CEO of betandwin said,

"Operationally, we will initially run Ongame and betandwin with their
existing management teams. We will of course quickly address how to
best harmonise our combined marketing efforts whilst we study how
most efficiently to combine our human and technical resources. We are
delighted that Patrik Selin, CEO of Ongame, and his management team
will join our team in order to make our vision, to build a leading
global online gaming player, come true."

"We are happy to join a group that has demonstrated its capability to
successfully grow and diversify its proven business model", says
Patrik Selin. "Together we will have an increased capacity to further
develop our leading positions in sports betting and poker, and expand
our offerings, including our poker network, to third parties while
launching global campaigns for our proprietary brands."

betandwin is advised by Dresdner Kleinwort Wasserstein on various
aspects of the transaction.

Ongame is advised by HSBC Bank plc.

Further announcements in respect of the above transaction will be
made when appropriate.

end of announcement euro adhoc 16.12.2005 08:00:00
--------------------------------------------------------------------------------

ots Originaltext: BETandWIN.com Interactive Entertainment AG
Im Internet recherchierbar:
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Further inquiry note:
Konrad Sveceny
Investor Relations
BETandWIN.com
Interactive Entertainment AG
Brsegasse 11/Top floor, A-1010
Vienna Phone: +43-1-585 60 44-2208
mailto:investorrelations@betandwin.com
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Branche: Casinos & Gambling
ISIN: AT0000767553
WKN: 936172
Index: ATX, Prime.market
Brsen: Wiener Brse AG / official dealing
 

mary

Dormant account
Joined
Dec 12, 2000
Keep in mind that it's not a done deal: there's conditions.

Completion of the transaction is expected to take place within the
first four months of 2006 and is conditional upon satisfaction of
various conditions precedent, among them approval from betandwins
supervisory board, various regulatory approvals, merger control
clearances, satisfactory completion of a fundraising to finance the
acquisition, and Ongame achieving net revenues in 2005 of not less
than EUR 88.2 (USD 105) million and an EBITDA of not less than EUR
25.2 (USD 30) million.
 

amandajm

Experienced Member
Joined
Nov 5, 2001
Location
London
I don't think savemyfinger.com is responsible minded and I have seen nothing from the main players in the industry about it atall in a fortnight. Hiding aff links does not fool everyone.
 

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