BETandWIN buys Ongame

16 December 2005


16.12.2005 Interactive Entertainment AG (VSE: BWIN) has 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, Poker Room, and runs one of the
fastest growing and most liquid poker networks as a B2B service

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 Poker Room,
HoldemPoker and EuroPoker.

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 18 months.
   • 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 and shareholders.”
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 planning.
   • Addition of excellent management team. Ongame brings with it an
experienced management, adding depth and specialist poker expertise to
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.

end of announcement euro adhoc 16.12.2005 08:00:00

ots Originaltext: Interactive Entertainment AG
Im Internet recherchierbar:

Further inquiry note:
Konrad Sveceny
Investor Relations
Interactive Entertainment AG
Börsegasse 11/Top floor, A-1010
Vienna Phone: +43-1-585 60 44-2208

Branche: Casinos & Gambling
ISIN: AT0000767553
WKN: 936172
Index: ATX,
Börsen: Wiener Börse AG / official dealing