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Playtech Acquires Ash Gaming

Total of GBP 23 million paid for London-based Ash Gaming Limited
Playtech plc, the internet gambling software developer and turnkey provider, has announced its acquisition of London-based games developer Ash Gaming on the following terms:
* Total cash consideration of up to GBP 23 million, comprising initial consideration of GBP 15.5 million and deferred contingent consideration of up to GBP 7.5 million
* Strong revenue and EBITDA growth profile with accelerating run-rate; implies run-rate EBITDA multiple of 6.4x based on pro forma annualised performance of the 3 months to 31 October 2011
* Enhances Playtech's wholly-owned content library and value chain economics
* Complements Playtech's technology leadership with additional premier content capability
* Potential for revenue synergies, incremental opportunities and uplift in margins for casino/games platform as well as poker and bingo side games
Ash Gaming has 30 licensees and was founded in 2002, focused on the provision of innovative, mainly slot-based, games to online betting and gambling operators. The company employs more than 40 staff - the majority being game developers.
Leading game titles include Amazon Wild and Madness House of Fun, and these and a range of other games are distributed through platforms as well as direct to certain operators, principally under revenue share agreements.
Key customers include many of the most popular online sports books.
The Playtech announcement reveals that the audited accounts for Ash Gaming recorded revenues for the year to 30 April 2011 of GBP 4.2 million (2010: GBP 3.1 million) and adjusted EBITDA of GBP 2.6 million (2010: GBP 1.1 million) and have seen accelerated growth in the months following that.
Ash Gaming's pro forma annualised financials taken from the six month period to 31 October 2011 totalled revenues of GBP 5.3 million and adjusted EBITDA of GBP 3.4 million. The annualised run rate taken from the three month period to 31 October 2011 is significantly ahead of this figure as the business continues to grow, has won new licensees and delivered a number of new games in the past few months.
In FY2011, Ash Gaming broadened its distribution, generating revenues from over 40 games (FY2010: 30 games) operated by 30 licensees (FY2010: 24 licensees) and continues to expand its product offering and operator network. This reflects the strong growth trajectory of the business which is expected to continue into 2012 as licensees who are already signed and new games come on stream.
Playtech believes that there are significant combined benefits to be gained from the acquisition, including greater revenue opportunities and enhanced economics across the value chain.
In addition, Ash Gaming has an experienced and well respected senior team who will further strengthen Playtech's content capabilities and depth of management.
Ash Gaming's current licensee base is well known to Playtech and the acquisition will deepen the overall relationship with a number of significant operators in the UK, Continental Europe and other regulated markets. The company believes that this will further strengthen its position in the online gaming industry; significantly enhance its wholly-owned content library; and increase Playtech's revenue share from a number of the UK's leading operators.
With more jurisdictions seeking to regulate in the near future, the ability to deliver high quality innovative content will also progress Playtech's strategy of being the industry's supplier of choice, as it seeks to capitalise on further convergence of the online and land-based segments across regulated markets.
The acquisition will also enable the broader distribution of Ash Gaming's leading content both internationally and through a wider range of distribution channels than its historic position on an operator's Games Tab.
This will include being positioned more broadly within Playtech's mainstream casino product; through poker and bingo side games; on Videobet's land based platform; and on both mobile and social platforms. This is expected to deliver a number of incremental revenue streams combined with the organic growth of Playtech's content library.
The Playtech statement reveals that the total consideration for the acquisition is up to GBP 23 million, comprising initial consideration of GBP 15.5 million and up to GBP 7.5 million of deferred consideration.
Up to GBP 6 million of this deferred consideration is due to be paid as to 25 percent, 25 percent and 50 percent on the first, second and third anniversaries of completion respectively, and is being retained, amongst other things, against warranty and indemnity claims.
Up to an additional GBP 1.5 million will be payable on the third anniversary of completion dependent on Ash Gaming delivering an agreed number of new games in that period.
Commenting on the acquisition, Mor Weizer, CEO of Playtech said: "I am delighted that we have been able to acquire Ash Gaming.  They have a fantastic reputation with their licensees for delivering class-leading and innovative content along with a growing presence both in the UK and internationally.
"We have known the team for some time and they will provide significant benefits to Playtech both in terms of expertise and knowhow, as well as the potential for a number of incremental revenue streams. We are very excited about our plans for extending Ash's games to a wider audience and throughout the Playtech casino product.
"The business is demonstrating significant growth and we expect this to continue. I am confident that given the historic performance and current run rate this acquisition will prove to be very attractive for Playtech's shareholders. Ash Gaming continues to deliver great games that operators want on their sites.  This is key for many licensees where content is king, and we strive to provide them with the very best games and a diversified portfolio to enhance their player experience as that maximises their player loyalty and player value.
"At the same time, we see this as complementing our strategic actions by ensuring class leading content alongside our leadership in technology. Together this makes a powerful combination and by owning significant games content we will maximise both revenue and earnings across the value chain. In newly regulated markets both in Europe and other territories such as Canada, Ash Gaming's content is set to gain considerable traction."
Chris Ash, founder and CEO of Ash Gaming commented: "The strategic rationale for Ash Gaming to combine its successful content with Playtech's industry leading offering was evident from the earliest of our discussions. The ability to deliver our content through further casino, bingo, poker, retail and mobile channels will enable the combined business to grow faster and deliver a greater variety of cross channel product to the operators. The combination of platform and game development will lead to Ash Gaming's ideas coming to fruition earlier than would have previously been possible.
"The acquisition also provides greater opportunity for our existing management team and staff to continue to grow within a larger organisation."

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