PartyGaming, bwin agree to major merger

(PRESS RELEASE) -- bwin Interactive Entertainment AG and PartyGaming PLC have agreed to merge and form a combined entity incorporated in Gibraltar and listed on the London Stock Exchange. Merger implementation agreement was signed by bwin and PartyGaming on July 29. The Combined entity will be owned approximately 48.4 % and 51.6 % by PartyGaming and bwin shareholders, respectively. The merger was approved by the supervisory board of bwin and the board of directors of PartyGaming and supported by core shareholders of both companies. Norbert Teufelberger and Jim Ryan will 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. 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 takeoveroffer (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.