• BETandWIN buys Ongame

    16 December 2005

    Newspaper

    16.12.2005

    BETandWIN.com 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
    provider.

    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
    betandwin.
    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: BETandWIN.com Interactive Entertainment AG
    Im Internet recherchierbar: http://www.presseportal.de

    Further inquiry note:
    Konrad Sveceny
    Investor Relations
    BETandWIN.com
    Interactive Entertainment AG
    Börsegasse 11/Top floor, A-1010
    Vienna Phone: +43-1-585 60 44-2208
    mailto:investorrelations@betandwin.com
    http://www.betandwin.ag

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