GVC Wins Bidding War For Party/Bwin

Friday September 4,2015 : HAS G.V.C. WON THE BIDDING WAR FOR BWIN-PARTY?

UK media reports indicates a Thursday night decision by the Bwin board has favoured the GVC proposal.

The board of directors for Bwin Party Digital Entertainment decided Thursday night to switch their approval from 888 Holdings to GVC Holdings in the bidding war for the company, according to a report in the respected and usually well-informed Telegraph newspaper.

Since July this year the Bwin directors have stood by their recommendation that 888 Holdings would be the most desirable buyer at GBP 898.3 million, but GVC, working in partnership with US private equity company Cerberus Capital Management has remained persistent in its bids, upping the ante to around GBP 1.1 billion.

Last week, Bwin invited GVC to make a formal offer on its “best terms”. GVC made its offer last Friday and 888 submitted an improved bid over the weekend.

UPDATE Friday a.m.

In simultaneous announcements, the boards of GVC Holdings and Bwin Party have advised that they have reached agreement on the terms of a recommended offer pursuant to which GVC will acquire the entire issued and to be issued ordinary share capital of Bwin.party. The offer is intended to be effected by means of a scheme of arrangement of bwin.party under Part VIII of the Gibraltar Companies Act.

Under the terms of the offer, Bwin.party shareholders will be entitled to receive for each Bwin.party share 25 pence in cash and 0.231 New GVC Shares.

The announcements advise that the offer represents a value of approximately 129.64 pence per bwin.party share based on the closing price per GVC Share at the close of business on 3 September 2015. On this basis, the offer values the entire issued and to be issued ordinary share capital of bwin.party on a fully diluted basis at approximately GBP 1.116 billion.

Commenting on the offer, Bwin-Party chairman Philip Yea said:

“In recommending the offer from GVC, the Board has taken into account many factors including, but not limited to, the headline value per share and the consideration being offered, the level, timing and deliverability of the financial synergies to be generated and the enlarged Group’s growth strategy in an increasingly competitive marketplace. As a result of these and other factors, including the proven track record of GVC’s management team in creating substantial value for shareholders, after a carefully managed and diligent review process, the Board has withdrawn its recommendation for the 888 offer and is now advising bwin.party shareholders to vote in favour of the Offer from GVC.”

Kenneth Alexander, CEO at GVC Holdings, added: “GVC is the natural partner for bwin.party considering our strong sports betting and online gaming pedigree. Sports betting is in our DNA and leveraging GVC's experience of successfully acquiring and restructuring online gaming businesses, notably Sportingbet in 2013, we look forward to merging the two operations to deliver long term value for combined shareholders. GVC has been working closely with bwin.party's management and has identified many talented individuals with whom it looks forward to working to ensure the future success of the enlarged business.”

Bwin chairman explains the decision more fully in the following company video interview:

http://www.bwinparty.com/Investors/offerforbwinpartydocuments/2015/20150904%20Video%20-%20Recommended%20offer%20from%20GVC%20Holdings.aspx

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