PartyGaming and Bwin to be re-named as bwin.party Digital Entertainment

The 478-page document outlines the most detailed description of what the merged organisation and the world's largest publicly listed online gaming company would look like.
 
The merger would create a business with unaudited net revenues of 696.2 million euros, unaudited clean EBITDA of 193.7 million euroa, unaudited profit after tax of 99.4 million euros and unaudited net assets of 1.27 billion euros after consolidation adjustments for the year ended 31 December 2009, the document said.

The annual synergies resulting from this merger are expected to total approximately 55 million Euros: it is anticipated that about three quarters of this amount will be achieved in the financial year 2012, with full synergies from 2013.

Brands to be retained

“The online gaming industry is going through a phase of consolidation, making market players’ size and geographic diversification more crucial than ever,” explains Norbert Teufelberger, Co-CEO of bwin. The new company will operate worldwide with its existing brands under the name of bwin.party digital entertainment plc, in which current bwin shareholders are expected to hold 51.7 % of the shares and current PartyGaming shareholders 48.3 %. “Our products and target markets complement one another perfectly, and we can continue to expand our technology lead in all key product segments: sports betting, poker, casino, bingo and games,” according to Teufelberger.

Strong capital structure and customer liquidity
Like PartyGaming in the past, bwin.party will have its headquarters in Gibraltar and be listed on the London Stock Exchange. Besides a clear focus on B2C products, the company will also steadily expand its B2B and B2G business. “Our many years of online know-how, healthy balance sheet, and one of the largest pools of poker liquidity in any regulated market will make us an attractive business partner,” clarifies Teufelberger, who will head up the company as Co-CEO together with Jim Ryan, PartyGaming’s current CEO. The business operations of bwin in Austria will be retained, where a newly founded subsidiary, bwin Services AG will support selected areas of the group in Vienna.

From merger plan to completion
The merger plan published contains full details of the planned merger, and can be downloaded together with other documents from bwin’s corporate website at www.bwin.org. The Executive Board of bwin will be convening an Extraordinary General Meeting on 28 January 2011 at which it will recommend shareholders to vote for the merger.

Provided the general meetings of both bwin and PartyGaming approve this merger, all shareholders holding bwin shares when the merger becomes legally effective – expected to be towards the end of the first quarter of 2011 – will receive 12.23 PartyGaming shares denominated in GBP for each bwin share. This share swap will be carried out automatically and free of charge.

Any shareholders not wishing to become shareholders in bwin.party can sell their shares beforehand on the Vienna Stock Exchange or exercise their entitlement to a cash settlement. The amount of the cash settlement has been set at 23.52 Euros. The exchange ratio and the cash compensation amount have been confirmed as adequate by independent experts.