23rd Dec 2010 11:15
23 December 2010
PartyGaming Plc
(the 'Company', 'PartyGaming' or the 'Group')
Proposed Merger with bwin
Change of name to bwin.party digital entertainment plc
Publication of Shareholder Documents
On 29 July 2010, PartyGaming Plc and bwin Interactive Entertainment AG ('bwin') announced they had agreed the basis of a Proposed Merger of both companies. The Proposed Merger will create the world's largest listed online gaming business, with pro forma unaudited net revenues in 2009 from continuing operations, of €696.2 million, pro forma unaudited Clean EBITDA from continuing operations of €193.7 million, and pro forma unaudited profit after tax from continuing operations of €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 €1,276.7 million (after consolidation adjustments).
PartyGaming is pleased to announce that a key milestone in the process has been reached with the publication today of the Prospectus (the 'Prospectus') and a circular to its shareholders (the 'Circular') containing further details of the Proposed Merger and also a series of proposed resolutions (the 'Resolutions') to be considered at an extraordinary general meeting of all shareholders to be held on 28 January 2011 (the 'EGM'). One of the proposals to be considered is to change the Company's name on completion of the Merger to bwin.party digital entertainment plc ('bwin.party').
Copies of the Prospectus and the Circular will today be submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do.
The Circular will be posted to PartyGaming's shareholders tomorrow and copies of the Prospectus and Circular will be available to download from the Group's website tomorrow at http://www.partygaming.com/prty/en/investors/shareholderservices/documentation.
Completion of the Merger is conditional upon, amongst other things, approval of the Resolutions by PartyGaming's shareholders at the EGM. At the end of the Circular, PartyGaming's shareholders will find a notice convening the EGM to be held on 28 January 2011 at 2.00 p.m. (CET) at The Eliott Hotel, 2 Governor's Parade, Gibraltar.
A summary of the expected timetable to Completion is set out below:
bwin EGM | 10.00 a.m. (CET) on 28 January 2011 |
PartyGaming EGM | 2.00 p.m. (CET) on 28 January 2011 |
The following dates are indicative only and subject to change. Please see note (1) below. | |
PartyGaming Court Hearing to sanction the Merger | 15 March 2011 |
Last day of dealings in Existing bwin Shares | 25 March 2011 |
Last day of dealings in Existing PartyGaming Shares and Effective Date | 31 March 2011 |
De‑listing of Existing bwin Shares from the Vienna Stock Exchange | close of trading on 31 March 2011 |
De‑listing of Existing PartyGaming Shares from the London Stock Exchange | 8.00 a.m. (London time) on 1 April 2011 |
Expected Admission and commencement of dealings in bwin.party Shares, Completion | 8.00 a.m. (London time) on 1 April 2011 |
CREST accounts expected to be credited with Depositary Interests in respect of the bwin.party Shares | on or around 1 April 2011 |
Notes:
(1) These dates are indicative and assume that the requisite regulatory clearances have been obtained and other conditions to Completion fulfilled before the date estimated for Completion. The expected dates following the PartyGaming Court Hearing will depend, among other things, on the date upon which the Court sanctions the Merger and the timing of the satisfaction of all the conditions to Completion. If any of the above times and/or dates change, the revised times and/or dates will be notified by announcement through a Regulatory Information Service.
Copies of the Prospectus, the Circular and other documents noted in the Prospectus and Circular as being available for inspection may be inspected during normal business hours on each Business Day from today up to and including the Expected Admission and commencement of dealings in bwin.party Shares at the registered office of the Company, being 711, Europort, Gibraltar, at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS, United Kingdom, and will also be available for inspection at the Extraordinary General Meeting for at least 15 minutes prior to and during the meeting.
Capitalised terms used but not defined in this announcement have the same meanings as set out in the announcement released by the Company at 11.03 a.m. BST on 29 July 2010.
Enquiries:
PartyGaming Plc
Peter Reynolds, Director of Corporate Affairs
John Shepherd, Director of Corporate Communications
Tel: +44 (0) 20 7337 0100
Deutsche Bank (Financial Adviser and Corporate Broker to PartyGaming)
Alastair Mathieson, James Cass
Charles Wilkinson, Mumtaz Naseem (Corporate Broking)
Tel: +44 (0) 20 7545 8000
IMPORTANT NOTICES
This announcement does not constitute a prospectus or prospectus equivalent document. Holders of shares in PartyGaming and bwin are advised to read carefully the formal documentation in relation to the Proposed Merger.
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request. Deutsche Bank is acting as financial adviser and corporate broker to PartyGaming, and no-one else, in connection with the Proposed Merger and will not be responsible to anyone other than PartyGaming for providing the protections afforded to the clients of Deutsche Bank nor for providing advice in relation to the Proposed Merger or any matter referred to herein.
Deutsche Bank makes no representations, express or implied, with respect to the accuracy or completeness of any information contained in this document and accept no responsibility or liability for, nor do they authorise, the contents of this document (or its issue), or for any other statement made or purported to be made by them (or any of them), or on their behalf, in connection with PartyGaming, bwin, the PartyGaming Shares, the New PartyGaming Shares or the Proposed Merger.
Overseas jurisdictions
This announcement does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposed Merger or otherwise, nor shall there be any purchase, sale or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the laws of such jurisdiction.
The distribution of this announcement in jurisdictions other than the UK, Austria or Gibraltar may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the UK, Austria or Gibraltar will need to inform themselves about, and observe, any applicable requirements. Except as required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving this announcement (including, without limitation, custodians, nominees or trustees) should observe these restrictions and should not send or distribute documents in or into any Restricted Jurisdiction.
In particular, the New PartyGaming Shares to be issued in connection with the Proposed Merger have not been, and will not be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan and no regulatory clearances in respect of the New PartyGaming Shares have been, or will be, applied for in any jurisdictions other than the UK and Austria. Accordingly, unless an exemption under the relevant securities laws is applicable, the New PartyGaming Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly, in or into, Canada, Australia or Japan or to, or for the account or benefit of, any person resident in Canada, Australia or Japan.
Notice to US investors
The Proposed Merger between PartyGaming and bwin relates to the shares of a foreign company and is subject to the disclosure requirements of a foreign country that are different from those of the United States. Any financial information included in this document has been prepared in accordance with foreign accounting standards and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for investors to enforce their rights and any claim they may have arising under the federal securities laws. PartyGaming is a Gibraltar company, and some or all of its officers and directors are residents of countries other than the United States. Investors may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. It may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from such registration. The New PartyGaming Shares to be issued in connection with the Proposed Merger are not, and will not be, registered under the Securities Act or under the securities laws of any jurisdiction of the United States and will be issued to bwin Shareholders in the United States in reliance on the exemption from registration provided by Rule 802 under the Securities Act and in reliance on available exemptions from any state law registration requirements. The securities of PartyGaming and bwin have not been, and will not be, registered under the Securities Act or under the securities laws of any jurisdiction of the United States.
Forward-looking statements
Certain statements contained in this announcement constitute "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "prepares", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. Investors should specifically consider the factors identified in, or incorporated by reference into, this document which could cause actual results to differ before making an investment decision. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of PartyGaming, bwin and/or of the Enlarged Group, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding PartyGaming's, bwin's and/or the Enlarged Group's present and future business strategies and the environment in which PartyGaming, bwin and/or the Enlarged Group will operate in the future. Such risks, uncertainties and other factors will be set out more fully in the formal documentation in relation to the Proposed Merger. These forward-looking statements speak only as at the date of this announcement. Except as required by the FSA, the London Stock Exchange, the Listing Rules or any other applicable law, PartyGaming and bwin expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this document to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Related Shares:
BPTY.L