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Copyright 2005 The Financial Times Ltd.
December 19, 2005
Betandwin.Com to Acquire Ongame e-Solutions AB
With over 2 million registered customers, the betandwin Group
is the leading provider of online gaming products in Continental
Europe, and has set itself the goal of becoming the world's leading
address for sports betting, gaming and entertainment on the Internet.
Operating under licences issued in Austria, Germany, the United
Kingdom and Gibraltar, the company's subsidiaries and affiliated
companies offer sports betting, casino games, soft games, and
person-to-person applications via Internet and mobile telephone.
BETandWIN.com Interactive Entertainment AG has been listed on
the Vienna Stock Exchange since March 2000 (ID code "BWIN",
Reuters ID code "BWIN.VI"). Further information about
the company can be found on its investor relations website at
You can expect exciting entertainment and gaming fun on the following
websites: www.betandwin.com and www.beteurope.com
BetandWin.com to acquire Ongame e-solutions AB
BETandWIN.com Interactive Entertainment AG (VSE: BWIN - News)
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 world's leading poker websites,
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 Ongame's 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 betandwin's
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 Ongame's 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
- 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 betandwin's
ambition to be a leading global provider of online gaming by combining
the two company's 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 company's player base, through
cross selling and new product introductions, as and when regulation
and systems allow, will be of significant benefit to both customers
Major strategic advantages of the combined entity are:
- Control of its IT development - best of breed IT systems. betandwin's
proprietary sports betting platform combined with Ongame's 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 other's customer base. Post completion of the acquisition
these opportunities will be subject to detailed further business
- Addition of excellent management team. Ongame brings with it
an experienced management, adding depth and specialist poker expertise
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.
Konrad Sveceny, Investor Relations
BETandWIN.com Interactive Entertainment AG
Borsegasse 11, 1010 Vienna, Austria
from the World Wide Web on December 19, 2005:
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