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Sale
of Ongame to Shuffle Master
6
March 2012
bwin.party
digital entertainment plc
(‘bwin.party’ or the ‘Company’)
Sale
of Ongame to Shuffle Master
Highlights:
Sale
of Ongame, a leading B2B online poker network, to
Shuffle Master for up to €29.5 million on a cash-free
and debt-free basis
Initial
consideration of €19.5 million payable in cash
on completion, subject to a post-completion working
capital adjustment
Further
consideration of up to €10.0 million payable
in cash in the event that regulated online poker commences
in the United States on either a federal or intra-state
basis within five years from completion
Completion
is subject to the normal conditions for a transaction
of this type, including regulatory approvals and is
expected to complete in the summer of 2012
bwin.party
today announces that it has agreed to sell Ongame,
its business-to-business (‘B2B’) online
poker network, to Shuffle Master, Inc (‘Shuffle
Master’) for a total cash consideration of up
to €29.5 million. The agreement is consistent
with the Group’s stated strategy and follows
its announced intention to sell Ongame on 30 June
2011.
Contingent
consideration will become payable by Shuffle Master
in the event that online poker becomes regulated in
the United States within five years of completion.
The amount payable in these circumstances will depend
upon the timing of the commencement of legalised online
gaming in the US. The transaction is subject to the
normal terms and conditions for a transaction of this
type as well as certain regulatory approvals and is
expected to complete during the summer of 2012 with
a back-stop date of December 2012. The management
of Ongame will transfer with the business and the
net sale proceeds will be used for general corporate
purposes.
Information
on Ongame
Ongame
Network Ltd (‘Ongame’) is one of the world’s
largest B2B poker providers. The global network includes
more than 25 of the e-gaming industry’s strongest
brands and operators. Ongame also operates regional
networks in France and Italy. The company offers both
operators and their players a wide variety of cash
games and tournaments to choose from. Further information
about Ongame can be found at www.ongame.com.
For
the six months to 31 December 2011, the unaudited
adjusted EBITDA[1] of Ongame was €0.04 million
and as at 30 June 2011 Ongame had unaudited gross
assets of €26.6 million.
Commenting
on today’s announcement, Jim Ryan and Norbert
Teufelberger, the Co-CEOs of bwin.party, said:
“The
sale of Ongame represents a further significant step
in our process of integrating bwin and PartyGaming
and moving to a single technology platform. We believe
Shuffle Master will be an excellent home for Ongame
to maximise its future potential.”
Gavin
Isaacs, Chief Executive Officer of Shuffle Master,
said:
“Ongame
is one of the world’s leading online poker networks
with a state-of-the-art technology platform. It is
an excellent strategic fit with Shuffle Master and
our interactive gaming business. Following completion,
we will focus on building the existing business in
Europe as well as looking for growth opportunities
in the rest of the world.”
bwin.party
was advised by McQueen Limited.
Sale of Ongame to Shuffle Master...
About
bwin.party
bwin.party digital entertainment plc (LSE: BPTY) is
the world’s largest listed online gaming company.
The Company was formed from the merger of bwin Interactive
Entertainment AG and PartyGaming Plc on 31 March 2011.
Incorporated, licensed and regulated in Gibraltar,
the Group also has online poker licences in France
and Italy. With offices in Europe, India, Israel and
the US the Group generated total pro forma revenue
of €814.0m (H1 2011: €398.0m) and pro forma
Clean EBITDA of €193.2m in 2010 (H1 2011: €81.9m).
bwin.party operates one of the world’s largest
online poker networks, www.PartyPoker.com
and also owns the World Poker Tour. The Group’s
scale, proprietary poker software, online gaming platform
and strong portfolio of games collectively differentiates
its customer offer from those of its competitors.
bwin.party is a constituent member of the FTSE4Good
Index Series, which identifies companies that meet
globally recognised corporate responsibility standards.
About
Shuffle Master
Shuffle Master, Inc. is a leading global gaming supplier
committed to making gaming more fun for players and
more profitable for operators through product innovation,
and superior quality and service. The Company operates
in legalized gaming markets across the globe and provides
state-of-the-art, value-add products in five distinct
categories: Utility products, which include automatic
card shufflers and roulette chip sorters; Proprietary
Table Games, which includes live games, side bets
and progressives; Electronic Table Systems, which
include various e-Table game platforms; Electronic
Gaming Machines, which include video slot machines;
and newly introduced iGaming, which features online
versions of Shuffle Master’s table games, social
gaming, and mobile applications. The Company is included
in the S&P Smallcap 600 Index.
PartyPoker
And PartyCasino Owner bwin.party Digital Entertainment
Plans Return to US Market
Online
gambling firm bwin.party are set to return to the
US poker market after almost six years away following
their application for a gaming licence with the Nevada
Gaming Control Board.
The
Gibraltar-based company – which owns online poker
room PartyPoker
– have submitted their application to add their
name to an ever-growing list of firms showing massive
interest in taking advantage of the expected legalisation
of online poker in the USA.
Bwin.Party
Digital Entertainment plc was formed in March last
year following the merger of Bwin Interactive Entertainment
AG and PartyGaming plc to create the world’s
largest publicly traded online gambling company that
is now listed on the London Stock Exchange.
PartyGaming
Left US Market in 2006
This
merger came almost five years after PartyGaming took
the decision to suspend all real-money games in the
USA, before then exiting the market three days after
the US government’s passing of the Unlawful Internet
Gaming Enforcement Act (UIGEA) back on September 29,
2006.
In
April of 2009, PartyGaming decided to reach a settlement
with the US Department of Justice (DoJ) in which they
agreed to pay a $105 million penalty over four years
as part of a non-prosecution agreement for providing
online gambling to American customers before the UIGEA
was passed.
As
an element of the agreement, PartyGaming put its name
to a “statement of facts” in which it admitted
that, before October of 2006, they had aimed to attract
American citizens that resulted in the processing
of transactions “contrary to certain US laws”.
This
deal ensured that PartyGaming were not prosecuted
and also made sure that they could return to the US
market if – and when – new laws are put
in place to regulate all internet gambling in the
North American nation.
Partnership
Provided Opportunity to Return
Bwin’s
merger with PartyGaming last year also paved the way
for the new company to partner with Nevada-based gaming
firms Boyd Gaming and MGM Resorts International late
last year in what was considered an “anticipatory”
move ahead of the hoped-for legalisation of online
gambling in the States.
The
venture has resulted in bwin.party owning 65% of the
company as they provide and maintain the software
for both gaming businesses, while MGM – which
also runs hotels – holds 25% and Boyd Gaming
just 10%.
Boyd
Gaming and MGM have previously applied for licences
with the Nevada Gaming Control Board to operate as
online poker providers.
PartyPoker
Still World’s Second Biggest Poker Room
PartyPoker
had been the world’s biggest internet poker brand
– if based on their number of players and cash
game revenue – before pulling out of the US market,
although it still holds the position as the second
biggest behind PokerStars.
While
Jim Ryan, bwin.party’s chief operating officer,
recently told media that the joint venture is unlikely
to see them regain the 50% share PartyPoker
enjoyed before the introduction of the UIGEA, he does
expect to see a “very meaningful liquidity pool”
in what will be a highly competitive market.
Stay
tuned as well follow up the story.
6 March 2012
bwin.party
digital entertainment plc
(‘bwin.party’ or the ‘Company’)
Sale
of Ongame to Shuffle Master
Highlights:
Sale
of Ongame, a leading B2B online poker network, to
Shuffle Master for up to €29.5 million on a cash-free
and debt-free basis
Initial
consideration of €19.5 million payable in cash
on completion, subject to a post-completion working
capital adjustment
Further
consideration of up to €10.0 million payable
in cash in the event that regulated online poker commences
in the United States on either a federal or intra-state
basis within five years from completion
Completion
is subject to the normal conditions for a transaction
of this type, including regulatory approvals and is
expected to complete in the summer of 2012
bwin.party
today announces that it has agreed to sell Ongame,
its business-to-business (‘B2B’) online
poker network, to Shuffle Master, Inc (‘Shuffle
Master’) for a total cash consideration of up
to €29.5 million. The agreement is consistent
with the Group’s stated strategy and follows
its announced intention to sell Ongame on 30 June
2011.
Contingent
consideration will become payable by Shuffle Master
in the event that online poker becomes regulated in
the United States within five years of completion.
The amount payable in these circumstances will depend
upon the timing of the commencement of legalised online
gaming in the US. The transaction is subject to the
normal terms and conditions for a transaction of this
type as well as certain regulatory approvals and is
expected to complete during the summer of 2012 with
a back-stop date of December 2012. The management
of Ongame will transfer with the business and the
net sale proceeds will be used for general corporate
purposes.
Information
on Ongame
Ongame
Network Ltd (‘Ongame’) is one of the world’s
largest B2B poker providers. The global network includes
more than 25 of the e-gaming industry’s strongest
brands and operators. Ongame also operates regional
networks in France and Italy. The company offers both
operators and their players a wide variety of cash
games and tournaments to choose from. Further information
about Ongame can be found at www.ongame.com.
For
the six months to 31 December 2011, the unaudited
adjusted EBITDA[1] of Ongame was €0.04 million
and as at 30 June 2011 Ongame had unaudited gross
assets of €26.6 million.
Commenting
on today’s announcement, Jim Ryan and Norbert
Teufelberger, the Co-CEOs of bwin.party, said:
“The
sale of Ongame represents a further significant step
in our process of integrating bwin and PartyGaming
and moving to a single technology platform. We believe
Shuffle Master will be an excellent home for Ongame
to maximise its future potential.”
Gavin
Isaacs, Chief Executive Officer of Shuffle Master,
said:
“Ongame
is one of the world’s leading online poker networks
with a state-of-the-art technology platform. It is
an excellent strategic fit with Shuffle Master and
our interactive gaming business. Following completion,
we will focus on building the existing business in
Europe as well as looking for growth opportunities
in the rest of the world.”
bwin.party
was advised by McQueen Limited.
Sale of Ongame to Shuffle Master...
About
bwin.party
bwin.party digital entertainment plc (LSE: BPTY) is
the world’s largest listed online gaming company.
The Company was formed from the merger of bwin Interactive
Entertainment AG and PartyGaming Plc on 31 March 2011.
Incorporated, licensed and regulated in Gibraltar,
the Group also has online poker licences in France
and Italy. With offices in Europe, India, Israel and
the US the Group generated total pro forma revenue
of €814.0m (H1 2011: €398.0m) and pro forma
Clean EBITDA of €193.2m in 2010 (H1 2011: €81.9m).
bwin.party operates one of the world’s largest
online poker networks, www.PartyPoker.com
and also owns the World Poker Tour. The Group’s
scale, proprietary poker software, online gaming platform
and strong portfolio of games collectively differentiates
its customer offer from those of its competitors.
bwin.party is a constituent member of the FTSE4Good
Index Series, which identifies companies that meet
globally recognised corporate responsibility standards.
About
Shuffle Master
Shuffle Master, Inc. is a leading global gaming supplier
committed to making gaming more fun for players and
more profitable for operators through product innovation,
and superior quality and service. The Company operates
in legalized gaming markets across the globe and provides
state-of-the-art, value-add products in five distinct
categories: Utility products, which include automatic
card shufflers and roulette chip sorters; Proprietary
Table Games, which includes live games, side bets
and progressives; Electronic Table Systems, which
include various e-Table game platforms; Electronic
Gaming Machines, which include video slot machines;
and newly introduced iGaming, which features online
versions of Shuffle Master’s table games, social
gaming, and mobile applications. The Company is included
in the S&P Smallcap 600 Index.
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