Bwin.Party merger plan presented

Bwin Interactive Entertainment AG and Party Gaming plc have released details of the merger timeline and plans, which the duo claim will  “….create the world’s largest publicly listed online gaming group that will be ideally positioned to take advantage of the rapid consolidation of the online gaming industry and to open up new markets around the world.”
The annual synergies resulting from the merger are expected to total approximately Euro 55 million, and it is anticipated that about three quarters of this amount will be achieved in the financial year 2012, with full synergies from 2013.
“The online gaming industry is going through a phase of consolidation, making market players’ size and geographic diversification more crucial than ever,” said Norbert Teufelberger, Co-CEO of Bwin in a statement this week.
“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 per cent of the shares and current Party Gaming shareholders 48.3 per cent.
“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,” said Teufelberger.
Bwin.party will have its headquarters in Gibraltar and be listed on the London Stock Exchange. Besides a clear focus on business-to-consumer products, the company will also steadily expand its business-to-business and business-to-governments 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,” Teufelberger, who will head up the company as Co-CEO together with Jim Ryan, PartyGaming’s current CEO asserted.
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.
The merger plan just 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 Party Gaming 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 Party Gaming 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 Euro 23.52. The exchange ratio and the cash compensation amount have been confirmed as adequate by independent experts.
It is estimated that the merger will create the world’s largest online gambling corporate, with pro forma unaudited net revenues in 2009 from continuing operations of Euro 696.2 million, pro forma unaudited Clean EBITDA from continuing operations of Euro 193.7 million, and pro forma unaudited profit after tax from continuing operations of Euro 99.4 million (excluding transaction costs) for the year ended 31 December 2009 and pro forma unaudited net assets as at 31 December 2009 of Euro 1,276.7 million (after consolidation adjustments).
The two companies have released he prospectus in a circular to shareholders.

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