Boss' Board OKs New GEMed Offer

13 February 2008

GEMed, a jointly-owned subsidiary of Gtech and Swedish investment firm Medströms, has upped its bid for Boss Media. Boss' board, in turn, has recommended that company shareholders accept the offer.

Boss' advisor on the deal, HDR Partners, has called the revised GEMed offer -- originally SEK 19.00 ($2.98) per share, now SEK 25.00 per share -- "fair from a financial point of view."

HDR's fairness opinion, however, is simply an evaluation of the bid, set against the backdrop of metrics like unaudited earnings for 2007, data from annual reports in previous fiscal years and Boss' budget for 2008, which has not been made public.

Said differently, HDR did not recommend that Boss accept the offer, but did on the basis of several evaluative criteria conclude that the offer was fair.

In a prepared statement, Boss said it views the prospective merger with Gtech as "industrially sound."

Moreover, Meg Tivéus, board chairman at Boss, lauded GEMed's decision to increase the value of its offer, which, if accepted, would guarantee Boss investors a "substantially higher" price for their shares, she said.

Boss has between Feb. 7 and 28 to accept the deal.

With regard to any adverse effects on its business, Boss said that its offices in Vaxjö and Stockholm will remain and that "employment . . . will not be negatively impacted."

Gtech owns an 87.5 percent stake in GEMed, while Medströms has a 12.5 percent holding.

Gtech said it planned to make acquisitions that would complement and enhance the execution of its growth strategy. In July 2007, it acquired sports betting technology group Finsoft.

Currently, Boss Media supplies poker software to Svenska Spel, Sweden's gambling monopoly, and has implemented a similar service with Austrian state-owned casino group Casinos Austria.

"When combined with Gtech, Boss Media will be afforded access to World Lottery Association customers in all parts of the world, which we believe will facilitate a faster roll-out of Boss Media's products and services on a global scale," said Medströms Chief Financial Officer Jan Westholm.

Boss Media trades on the OMX Nordic Exchange in Stockholm. Shares in the group were up SEK 4.10, or 19.62 percent, to SEK 25.00.

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