888 agrees USD 1.4B acquisition deal for bwin.party

888, which itself rejected a takeover by Britain's biggest bookmaker William Hill in February, had been battling against a 908 million pound offer from GVC Holdings for Bwin, which put itself up for sale last year.

The recommended deal is the latest in a flurry of M&A activity in the industry, a trend set to continue as firms expand to help offset increasing taxes and tighter regulation and fund higher marketing and technology spend.

"We believe the deal creates one of the world’s leading online gaming operators. It's all about scale... When you've got critical mass you can ride storms and take advantage of opportunities as they come along," 888's Executive Chairman Brian Mattingley said.

Bwin.party chairman Philip Yea added: “Bringing our two groups together will generate substantial financial synergies for the benefit of both sets of shareholders and create a strong player with the breadth of product, brands and geographic coverage to grow faster than either business would be able to achieve stand-alone.

Under the terms of 888’s offer, bwin.party shareholders will receive 34.45 pence in cash and 0.404 shares in 888, with each shareholder given the option to vary the amount they receive through the deal.

While lower than the 110p face value of GVC's rival offer, Bwin.party said it carried fewer risks, with better prospects and an experienced management team all factors. Shares in 888 were up 6.8 percent by 0845 GMT. Bwin.party, up 30 percent in three months, fell 0.4 percent.

"We upgrade 888 from 'Sell' to 'Hold' following today’s acquisition, given the potential for significant synergies, whilst the combined group is likely to be highly cash generative potentially allowing for future shareholder returns," Panmure Gordon analysts said.

Cost savings

888, which offers casino, poker and bingo games, has enjoyed strong growth as gamblers move online via tablets and mobiles. In acquiring Bwin.party, the firm will significantly boost revenues from its fledgling sports betting business, and can apply its stronger technology platform and management to Bwin.party's business.

The two companies said the deal, which would be earnings enhancing in its first full-year, would lead to cost benefits of at least USD 70M per annum by the end of 2018 by removing duplicated costs, technology and administration fees.

888 currently has a market capitalization of 572 million pounds versus 848 million for Bwin.party, which has struggled with the decline of regulated poker markets in Europe and to make cost savings since its creation via a merger of sports betting group bwin and online poker group PartyGaming in 2011.

Bwin.party had faced pressure from U.S. activist investor Jason Ader's Spring Owl vehicle, its second biggest shareholder. Mattingley said 888 had a "very good" relationship with Ader.

A combined group will have revenue of over USD 1B and be a leading online gambling operator in Belgium, Denmark, Germany, Italy, Spain and the UK. Bwin shareholders, who will be able to vary the amount they receive in cash and new 888 shares under a "mix and match" facility, will own 48.9 percent of the new firm.

The two companies said they would also considering spinning-off Bwin.party's 'Studio's technology business.