Proposed merger of PartyGaming and bwin
The proposed merger of bwin and PartyGaming, announced on 29 July 2010, will bring together two of the original pioneers and now giants of the online gaming world. The merger will create the clear market leader with leading positions across all of the key product verticals of poker, sports betting, casino and games which includes bingo.
Webcast
To view a replay of a webcast presentation to analysts and investors given by PartyGaming CEO, Jim Ryan and bwin Co-CEO, Norbert Teufelberger click here.
Below is a summary of documents and links relating to the proposed merger which you may find useful:
http://www.partygaming.com/prty/uploads/dlibrary/documents/290710ProposedMergerofPartyGamingandbwin.pdf
PartyGaming.com sites: www.partypoker.com www.partycasino.com
Bwin.org sites: bwin.com pokerroom.com ongamenetwork.com
bwin and PartyGaming merger to create world’s largest online gaming company
Perfect match of two online entertainment pioneers.
Vienna/London, 29 July 2010 – Today, Thursday, bwin and PartyGaming have announced the planned merger of these two companies. The fusion of these two pio-neers of online entertainment will be a “merger of equals”, and will create easily the world’s largest publicly listed online gaming company. “We have made history today, and will revolutionize the world of online entertainment as a result of this move,” explains Norbert Teufelberger, bwin Co-CEO. “This marriage with PartyGaming will be the next milestone in the successful history of bwin.”
“These two companies are a perfect match. Not only shall we have the first full-house for sports betting, poker, casino and games, together we shall be Number One with respect to product portfolio, technology, development, marketing and customers,” underscores bwin Co-CEO Manfred Bodner.
“The timing of this merger is optimal, as the industry is currently going through a phase of consolidation, and size does indeed matter,” according to Teufelberger. Europe and the USA are well on the way to regulation. “One can achieve more as the market and technology leader, thus assuring our future,” added Teufelberger.
55 million Euros in synergies with the merger
The merger is expected to generate synergies totalling 55 million Euros. However, these will not only be cost synergies: on the contrary, the merger will result in syner-gies of opportunity, marketing and revenue.
Headquarters to be established in Gibraltar
bwin shareholders will receive 51.6 per cent, and PartyGaming shareholders 48.4 per cent of the new company. The company’s headquarters will be established in Gibraltar. bwin’s business locations in Vienna and Stockholm are not under discussion. The new company will be listed on the London Stock Exchange, and will probably be included in the FTSE 100 index.
International bwin brand to be retained
The two successful bwin and PartyGaming brands will be retained. The new company will be headed by the two Co-CEOs Norbert Teufelberger and Jim Ryan. Norbert Teu-felberger was previously Co-CEO with bwin, Jim Ryan CEO with PartyGaming. bwin Co-CEO Manfred Bodner will be moving to the Supervisory Board of the new company, and will be responsible for brand integration and strategic sales topics.
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About bwin
The bwin Group has over 20 million registered customers in more than 25 core markets. On a number of different platforms, the Group offers sports betting, poker, casino games, soft and skill games, as well as audio and video streams of top sporting events such as the German Soccer League. The holding company bwin Interactive Entertainment AG is listed in the ATX on the Vienna Stock Exchange (ID code BWIN, Reuters ID code BWIN.VI), and as the parent company provides various services such as software development, marketing, communications, human resources and finance for its subsidiaries and associated companies. The operational business of the bwin Group is carried out by subsidiaries and associated companies on the basis of licences (e.g. Germany, Italy and Gibraltar). Full details about the Company can be found on its investor relations website at www.bwin.org.
bwin and PartyGaming to merge
Vienna, 29 July 2010
Highlights
bwin Interactive Entertainment AG (“bwin”) and PartyGaming PLC
(“PartyGaming”) to merge and form a combined entity incorporated in
Gibraltar and listed on the London Stock Exchange.
Merger implementation agreement signed by bwin and PartyGaming on
29 July 2010.
Combined entity to be owned approximately 48.4 % and 51.6 % by
PartyGaming and bwin shareholders, respectively.
Merger approved by supervisory board of bwin and board of directors of
PartyGaming and supported by core shareholders of both companies.
Norbert Teufelberger and Jim Ryan to be Co-CEOs of the combined entity and
key management positions to be held by senior management individuals of
both companies.
Commenting on the proposed merger, Norbert Teufelberger, Co-Chief Executive of
bwin said:
“This business combination makes great strategic, operational and financial sense. We
will be in pole position to capitalise on the wealth of opportunities that will flow from
the continued evolution and expansion of the global online gaming industry.”
Commenting on the proposed merger, Jim Ryan, Chief Executive of PartyGaming
added:
“With market-leading positions in poker, sports betting, casino and games (in particular
bingo), the enlarged Group will have a winning formula to exploit the growing online
gaming market, supported by a strong balance sheet, significant cashflow generation
and a highly experienced management team.”
On 29 July 2010, bwin and PartyGaming entered into an implementation agreement on
the proposed merger (the “Proposed Merger”).
Under the Proposed Merger, the assets and liabilities of bwin will be transferred to
PartyGaming thereby forming a Societas Europaea (European joint stock company)
incorporated in Gibraltar. Current shareholders of bwin will receive approximately
51.6 % of the shares and current shareholders of PartyGaming 48.4 % of the shares in
the combined entity. The Proposed Merger does not entail a mandatory takeover offer
(Pflichtangebot) to the shareholders of bwin under the Austrian Takeover Act
(Übernahmegesetz). Upon completion of the Proposed Merger, bwin shares will be delisted
from the Vienna Stock Exchange and the shares in the combined entity will be
listed exclusively on the London Stock Exchange.
The Proposed Merger is subject to certain conditions which include:
- the approval of the transaction by separate extraordinary meetings of the bwin
and PartyGaming shareholders;
- the receipt of certain antitrust and regulatory clearances; and
- satisfaction of employee consultation requirements as applicable to the
formation of a Societas Europaea.
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The supervisory board of bwin and board of directors of PartyGaming have agreed a
balanced management structure for the enlarged group, drawing upon the
management strength of both groups. The board of the enlarged group will be led by
Norbert Teufelberger and Jim Ryan who will be Co-Chief Executives. Martin Weigold will
be Group Finance Director and Joachim Baca will be Chief Operating Officer. It is
intended to appoint a new independent, Non-Executive Chairman who will join the
board of the enlarged Group upon completion. Excluding the Chairman, there will be
equal executive and non-executive representation from current members of the
PartyGaming Board, the bwin Board and senior management. Manfred Bodner (Co-CEO
bwin) will move from the bwin Board to be a non-executive director on the board of the
enlarged group and will be involved in brand-integration management and strategic
sales topics.
Key shareholders of both bwin and PartyGaming have undertaken to vote in favour of
the Proposed Merger in the relevant shareholders’ meetings which are currently
envisaged to take place during the first quarter of 2011. Completion of the Proposed
Merger is expected to take place soon after the shareholders’ meetings.
PartyGaming has published a more detailed announcement regarding the Proposed
Merger in accordance with applicable law in the United Kingdom which may be obtained
at www.partygaming.com/prty/en/investors/ifinancialnews/fn_pressreleases.
Further announcements regarding the above transaction will be made as appropriate.
Analyst meeting, webcast, dial-in and conference call details: 29 July 2010
There will be an analyst meeting for invited UK-based analysts at Deutsche Bank, 1
Great Winchester Street, London EC2N 2EQ starting at 12.00 am BST. There will
be a simultaneous webcast and dial-in broadcast of the meeting. To view the live
webcast, please visit the Group website (www.bwin.org). Details for the dial-in facility
are given below. A copy of the webcast and slide presentation given at the meeting will
be available on the Group’s website later today.
Dial-in details to listen to the analyst presentation: 29 July 2010
11.50 am Please call +44 (0) 203 003 2666
UK Toll Free 0808 109 0700
Title PartyGaming/bwin
12.00 am Meeting starts
A recording of the meeting will be available for a period of seven days from 29 July
2010. To access the recording please dial the following replay telephone number:
Replay telephone number +44 (0) 208 196 1988
Replay passcode: 6939753#
International Conference call: 29 July 2010
For international analysts and investors there will also be an opportunity to put
questions to Norbert Teufelberger, Chief Executive Officer of bwin and Jim Ryan, Chief
Executive Officer of PartyGaming, by way of a conference call. The details of the call
are as follows:
6.50 pm Please call +44 (0)203 003 2666
UK Toll Free 0808 109 0700
7.00 pm Conference call starts
A recording of the conference call will be available for a period of seven days from 29
July 2010. To access the recording please dial the following replay telephone number:
UK Replay number telephone +44 (0)208 1961 988
UK Replay passcode: 9129104#
All times are British Summer Time.
Contact information:
Investors
Konrad Sveceny, Head of Investor Relations
P: +43(0)50 858-20017
E: investorrelations@bwin.org
Press
Katharina Riedl, Head of Corporate Communications
P: +43 (0)50 858-20069
E: press@bwin.org
bwin Interactive Entertainment AG
Börsegasse 11
1010 Vienna, Austria
www.bwin.org
http://www.google.com/finance?q=WBAG:BWIN
Officers and directors
Hannes Androsch
Chairman of the Supervisory Board
Manfred Bodner
Member of the Executive Board, Co-Chief Executive Officer
Norbert Teufelberger
Member of the Executive Board, Co-Chief Executive Officer
Alexander Knotek
Deputy Chairman of the Supervisory Board
Helmut Kern
Member of the Supervisory Board
Herbert Schweiger
Member of the Supervisory Board
Georg Riedl
Member of the Supervisory Board
Per Afrell
Member of the Supervisory Board
Address
Boersegasse 11
Vienna, 1010
Austria
+43-50-8580 (Phone)
+43-50-85816 (Fax)
http://www.google.co.uk/finance?q=LON:PRTY
Jim Ryan Group Chief Executive Officer, Group Managing Director, Executive Director
Age: 48
Martin Weigold Group Finance Director, Executive Director
Age: 44
Per Widerstrom Chief Operating Officer
Robert Hoskin Company Secretary
Rod W. Perry Non-Executive Chairman of the Board
Age: 64
Rami Lerner Non-Executive Director
Age: 55
Tim Bristow Independent Non-Executive Director
Age: 54
Stephen J. Box Independent Non-Executive Director
Age: 59
Lord Moonie Senior Independent Non-Executive Director
Age: 63
