Announcement by bwin regarding proposed Merger
July 29 2010 - 7:04AM
UK Regulatory
TIDMPRTY
RNS Number : 1619Q
PartyGaming Plc
29 July 2010
Thursday, 29 July 2010
Announcement by bwin Interactive Entertainment AG ("bwin")
Below is the text of an announcement issued today by bwin.
bwin and PartyGaming to merge
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 de-listed 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.
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 noon 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 | Meeting starts |
| noon | |
+----------+------------------------------------+
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 | +44 (0) 208 196 1988 |
| number | |
+--------------------+--------------------------+
| |
+-----------------------------------------------+
| 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 | +44 (0)208 1961 988 | |
| telephone | | |
+----------------------+-----------------------+------+
| |
+-----------------------------------------------------+
| UK Replay passcode: | 9129104# |
| | |
+------------------------+----------------------------+
| | | | |
+----------------------+-+---------------------+------+
All times are British Summer Time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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