M&A Score Sheet

27 February 2007

The passage of the U.S. Unlawful Internet Gambling Enforcement Act on Sept. 30, 2006 ignited a string of mergers and acquisitions in the I-gaming industry. Numerous deals have been struck since Oct. 1, with more in the works and even more in the Rumor Mill. Following is an account of confirmed sales taking place after the signing of the law as well as speculation of possible deals to come.

Latest Update: Feb. 26, 2007

Transactions

NetPlay TV Aquires Two - Feb. 26, 2007

Interactive media group NetPlay TV on Feb. 26 announced the acquisition of Sunderland-based Abstract Games for £4 million ($7.8 million).

NetPlay TV on Jan. 19 announced its acquisition of Chariot's long-suffering "monday" lottery and 280,000 player database for a £140,500 ($277,582) cash sum.

Chariot announced just three days prior to the sale that it may be forced to close the "monday" lottery if the company does not quickly dispose of its assets. Chariot in December said it had ended all negotiations on a possible takeover offer for the company but was still considering proposals regarding the disposal of assets or investment in the company. It also warned that it might need to "wind down" its operations should it fail to dispose of any assets or find additional funding. Ticket sales for the charity lottery, which offered a purse of £100,000 ($196,960), have continued to fall below the required level to sustain the game.

Ladbrokes Acquires Sponsio - Jan. 22, 2007

Ladbrokes on Jan. 22 announced its acquisition of Scandinavia-focused Sponsio for £36 million ($71.5 million), with an additional £4 million ($7.9 million) due contingent on future performance. Scandinavia represents Ladbrokes' next largest market after the United Kingdom.

BSkyB Buys 365 Media - Jan. 17, 2007

British Sky Broadcasting Group (BSkyB) on Jan. 17 announced that its £96 million ($189.2 million) cash offer for online sports content and gaming company 365 Media (365), originally proposed on Dec. 15, 2006, was declared "unconditional as to acceptances," meaning most 365 shareholders have agreed to sell to BSkyB. Under the terms of the agreement, BSkyB will receive a total of 131,404,804 shares in 365 representing approximately 92.7 percent of the existing issued share capital of 365. The company is urging shareholders who have not yet accepted the offer to do so as soon as possible.

FireOne Goes to Optimal Group - Jan. 15, 2007

Optimal Group announced on Jan. 15 that its offer for payment processor FireOne, pitched Dec. 22, 2006, has been accepted by FireOne shareholders. Optimal Group acquired the payment processor for £32 million ($63.2 million), or 60 pence per share. An independent committee of the board of FireOne concluded that the sale of the business was the best option to ensure "a certain return to FireOne shareholders" after its mid October withdrawal from the U.S. market. FireOne de-listed from the London Stock Exchange (LSE) on Feb. 12, 2007.

CryptoLogic Acquires Parbet - Jan. 8, 2007

Toronto-based I-gaming software developer CryptoLogic Inc., through its WagerLogic subsidiary, has agreed to pay up to 13 million euros for the poker brand and related assets of Scandinavian online poker room Parbet.com. WagerLogic will license Parbet's poker software, payment processing services, multilingual customer support and services to a private Maltese online gaming company that will operate Parbet.com. Under the terms of the agreement, WagerLogic will pay 9 million euros for the brand and assets, and potentially an additional payment up to 4 million euros, dependent on improved performance of the assets over six months. Parbet assets generate about US$7 million in revenue annually, but CryptoLogic said it expects the licensing arrangement to add about US$2-million to 2007 earnings. Subject to certain closing conditions, the agreements are expected to be completed by Jan. 15, 2007, at which point Parbet players will be transitioned to the WagerLogic poker network and begin enjoying its benefits immediately.

Party Acquires Assets in Two Gaming Companies - Dec. 29, 2006

U.K. gaming group PartyGaming has agreed to purchase certain online gaming assets of rivals Empire Online (EOL) and Intercontinental Online Gaming (IOG) for total consideration of $66.3 million in new shares. The group said that it would acquire EOL's NoblePoker.com, and Clubdicecasino.com and IOG's Fair Poker, Magic Box Casino and Miss Bingo sites, forecasting a combined year-end profit of $8.5 million ($6 million from EOL and $2.5 million from IOG) in 2007 from the acquisitions. PartyGaming is funding the acquisitions by issuing 115,193,842 new shares worth approximately $72 million at its current price. Under the terms of the agreement, 83,325,934 shares will go to EOL and 31,867,908 will go to IOG. EOL, founded by Israeli entrepreneur Noam Lanir, will retain about $40 million, which will be combined with its existing cash balance of $250 million to establish a fund to "invest opportunistically in both private and public businesses and across the small, mid and large-cap range of companies," according to a prepared statement. The company is reportedly planning to invest in equities, bonds, derivatives and real estate. Lanir will continue to run EOL, despite rumors to the contrary.

Harrah's Is Sold - Dec. 19, 2006

Harrah's Entertainment Inc. confirmed on Dec. 19 that it has agreed to a $90 per share buyout offer from private equity duo Apollo Management Group and Texas Pacific Group. The deal is valued at approximately $27.8 billion, including the assumption of approximately $10.7 billion of debt. The offer represents a premium of approximately 36 percent over Harrah's closing share price on Sept. 29, the last trading day before Apollo and TPG made the initial offer on Oct. 2. Harrah's said the transaction would be completed in approximately one year and is subject to stockholder and regulatory approvals.

Bowmans and Bet365 Join Forces - Dec, 13, 2006

U.K.-based Bowmans closed the doors to its Gibraltar-based online casino in early December, but turned around and immediately announced a merger with gaming firm Bet365, enabling the companies to combine their resources against the impact of the United States Unlawful Internet Gambling Enforcement Act. Bowmans, which withdrew from the U.S. market following the ban, will re-launch Bowmans.com, powered by bet365, featuring a new sports book, poker room, casino and games room. All existing Bowmans Poker U.S. customers were transferred to Bodog.com Nov. 28, following Bodog's acquisition of Betcorp Limited subsidiaries, which included Bowmans Poker. All existing Bowmans International customers moving to bet365 will retain their passwords, four-digit security codes and user names.

Paypoint Acquires Metacharge - Dec, 8, 2006

Payment collection network PayPoint Plc (PAY.L) announced last week the purchase of Metacharge, a payment processor that services some 500 merchants, primarily based in the United Kingdom. PayPoint is a LSE-listed company that services a network of over 15,000 outlets used primarily for the cash payment of bills and services. U.K.-based commercial law firm Bond Pearce advised PayPoint on the £8.4 million sale.

Las Vegas from Home Sells APN Poker Arm - Nov. 27, 2006

Software provider Las Vegas from Home.com Entertainment Inc. (TSX VENTURE:LVH) announced on Oct. 19 that it was in negotiations to sell its Action Poker Network (APN) business to Playsafe Holdings Ltd., a subsidiary of Norway-based public company Playsafe Holding AS. LVH closed on the transaction on Nov. 27 and sold APN for US$2.6 million, an increase of US $250,000 over the original offer. Following the sale, LVH has a cash balance of approximately CA$8.5 million and no debt. LVH is now looking to the Asian market and plans to focus on continuing to develop its Asian Multiplayer Software Platform (AMSP), which has already been soft launched. LVH President and CEO Jake Kalpakian said the company has been building AMSP for the past 12 months and is well positioned to license the software in the region.

Betfair Takes Timeform - Nov. 26, 2006U.K.-based betting exchange Betfair has completed its purchase of Portway Press Ltd., the publisher of Timeform ratings. Portway Press's operations will continue to be based in West Yorkshire, England and Timeform will retain editorial control, Betfair said in a prepared statement. Terms of the deal were not disclosed.

Playshare Acquires GGC - Nov. 22, 2006

Playshare, parent company of CasinoShare.com and Pokershare.com, acquired the Grand Gaming Group, which comprises Grand Monaco Casino as well as the G3 partner affiliate program that promotes it. Playshare said the deal creates a bigger, stronger team to support its affiliates and adds grandmonaco.com, deutshesgrandmonaco.com and casinograndmonaco.com to the Playshare program. Both the Grand Gaming casinos and the Playshare products are powered by Microgaming software and regulated by the Kahnawake Gaming Commission. Financial details of the acquisition were not available.

Harrah's Acquires Majority Hold in LCI - Nov. 22, 2006

Harrah's Entertainment, Inc. (NYSE:HET) has acquired approximately 83 percent of the ordinary shares of London Clubs International plc (LCI.L) and anticipates gaining total control of the company by the end of the fourth quarter 2006. Harrah's initially offered $530 million for LCI in August after merger talks between London Clubs and rival Stanly Leisure fell through. The deadline for the offer was extended twice, with Harrah's eventually upping its bid to $570 million. On Oct. 20, a subsidiary of Malaysia's Genting International agreed to sell its 29.5 percent stake in LCI at the higher price, paving the way for Harrah's majority acquisition. The final sale price was not disclosed. LCI operates seven casinos in the United Kingdom and has an additional four under development. It also operates two casinos in Egypt and one in South Africa and has a consulting relationship with a casino in Lebanon.

eBet to Acquire Octavian - Nov. 20, 2006

Gaming technology company eBet (EBT.AX) announced that it has reached an agreement to acquire assets of U.K.-based Octavian Gaming Systems. The new company will be called Octavian Global Technology. The initial purchase price for the Octavian Group will be $23.2 million, calculated on the basis of a multiple of 7.68 times forecast NPBT (net profit before tax) of $3 million for the Octavian Group for the year ended Dec. 31, 2006. This will be paid in the form of 136.8 million eBet fully paid ordinary shares of $0.22 per share. Additional payments--a mixture of cash and ordinary shares, with ordinary shares being issued at prices of $0.22, $0.25, $0.27 and $0.30 per share in each of the years 2007 through to 2010--will be made subject to achievement of paid sales of Octavian products over the next four years. eBet is looking to finalize all transaction documents by the end of 2006, with a targeted date of completion in February 2007. Each party has agreed to deal with the other for a non-exclusive period of 90 days.

Bodog Acquires Betcorp - Nov. 15, 2006

Shareholders of Australian online sports book Betcorp Limited (BCL.AX) approved the final sale of the company's Canadian and Antiguan operating subsidiaries to privately held gaming company Bodog Entertainment Group SA for US$9 million. Bodog will also assume liabilities of $2 million. The $9 in cash will be paid in four installments over 12 months. Betcorp operated the successful online sports book BetWWTS.com as well as the smaller Oasis sports book, BetHoldem Poker and Thunderbolt Casino. The company said it decided to sell the business after its board received legal advice concluding that due to the new legal climate in the United States, it could no longer provide its services to the market, which represented more than 85 percent of the company's revenues. Bodog, however, has announced that it will not pull out of the United States. Because Bodog does not operate within Canada, all Canadian customers now receive their service from online bookmaker and poker operator Bowmans.com.

Fairground Bails out of the US - Nov. 13, 2006

Fairground Gaming Holdings (FGH.L) announced that it will dispose of its U.S.-facing gaming operations to comply with the U.S. Unlawful Internet Gambling Enforcement Act. The board unanimously decided to sell the unit, Spin Palace Group back to its major shareholder, Seahouses Holdings. Total consideration for the payment will be £11 million (US$20.8 million) with an initial cash payment of £5 million ($9.4 million) made to Seahouses, which will take on all liabilities, player balances and employees of Spin Palace, Fairground said in a prepared statement. Fairground acquired Spin Palace in May for US$65.3 million. The board plans to liquidate the company after the sale and return an estimated 21.5 pence a share to investors other than Seahouses. The sale requires approval from Fairground investors at a meeting scheduled for Dec. 11. Owners of 9.7 percent of the stock have agreed to support the proposal, the company said. If the plan is accepted, Fairground's stock would stop trading on Dec. 15, and cash would be paid out to investors by the end of February.

Playtech Acquires Parts of Tribeca - Nov. 13, 2006

Online gaming software provider Playtech announced that it has agreed to buy parts of industry rival Tribeca Tables for $75 million. The sale enables Playtech to absorb business from a number of Net gambling Web sites currently operating on Tribeca's poker software platform, including VC poker, PaddyPower Poker, Blue Square Poker and Expekt. The Tribeca acquisition will cost between $75 million and $139 million, contingent on the level of revenues generated over the coming year. "On the basis that the company will generate about $16 million over the coming year from the migration date, the consideration to be paid for Tribeca will be $75 million," Playtech said in a prepared statement. "The maximum consideration that the company will be liable to pay is $139 million, which will be paid in the event that the revenue generated from this acquisition exceeds $29 million over the coming year from the migration date." The fate of Tribeca's U.S.-facing licensees--Golden Palace, Doyle's Room and others--has yet to be determined.

BoS Offloads Asia-facing Operation - Nov. 9, 2006

U.K. bookmaker BetonSports (BSS.L) has sold its Asia-facing Hooball sports book and casino back to its original founders for a cash sum of $2.25 million. The sale follows the U.S. Department of Justice's (DoJ) temporary restraining order on its U.S.-facing business handed down in July. The purchaser will return an estimated 3.8 million shares that were issued at the time of the BoS acquisition, and cancel the outstanding consideration of $5 million. Any future earn-outs were also canceled. BoS acquired Hooball in May 2006 for an initial consideration of $22 million, with $10 million paid in cash, and incorporated it into the BoS-owned, Malaysia-based EasyBet infrastructure. The company said its " . . . inability to pay the outstanding consideration when it fell due or to fully integrate the business, as well as damage to the business caused by the legal action of the DOJ and its impact on customer confidence, have driven the pricing of this sale."

Sportingbet Sells US-facing Operations -Oct. 13, 2006

Just hours before the I-gaming ban was enacted on Oct. 13, Sportingbet (SBT.L) announced the sale of its U.S.-facing operations for a nominal $1 to Antigua-based Jazette Enterprises. The sale reportedly wiped $13.2 million of debt off Sportingbet's books and spared the company an estimated $14 million in closing-related expenses. Sportingbet, which did 60 percent of its business in the United States prior to the sell-off, said it will maintain its European sports betting, casino and poker businesses and its Australian sports betting business. It also retains control of Paradise Poker, which will no longer service play from U.S.-based customers. Sportingbet shares closed today at 46.25p, down 12.25 (20.94 percent).

Leisure and Gaming CEO Leads Buyout - Oct. 13, 2006

Leisure & Gaming (LNG.L) CEO Alistair Assheton, announced on Oct. 13 that he would lead a management buyout of the company's U.S. operations for $1, saving the company $6 million in shutdown costs. "Leisure & Gaming simply could not keep the U.S. business going, but it'll be just fine with its Italian business," Assheton said. "The company . . . wanted to protect about 300 jobs in the U.S. operation." Other reports, however, have indicated that the sale may have "constituted a technical breach" of stock market rules and is under investigation by the London Stock Exchange (LSE). "We will fully investigate any apparent rule breaches and I can confirm we are looking at this case," an LSE spokesman said.

 Speculation

PBL Denies Rumors of Tabcorp Takeover - Feb. 26, 2007

The Australian reported on Feb. 26 that Rowen Craigie, head of gaming for media and gaming giant Publishing and Broadcasting Limited (PBL) denied the company was considering a move for Tabcorp, whose recent struggles have seen CEO Matthew Slatter put on six-months notice by the company's institutional shareholders. Craigie told the paper that PBL's next move would be overseas, and that the company is not "focusing on Tabcorp or the rest of the sector in Australia."

Weather/Chariot Dec. 6, 2006

The Independent has hinted that U.K. charity lottery The Weather Lottery is considering a bid for fellow lottery organizer Chariot. After disappointing ticket sales for 2006 year dashed Chariot's hope of competing with the National Lottery, the company was put on the auction block, receiving a number of proposals. Weather is thought to be interested in some of Chariot's assets and is unlikely to table an offer for the entire group, the paper reported. Weather has expressed interest in Chariot's database of players, which it may use to procure more players in hopes of strengthening its financial performance.

Purple Lounge - Dec, 18, 2006

Owners of London-based operator Purple Lounge say they recently rejected a $29.1 million dollar purchase offer from an unnamed casino and poker operator, according to Scotland's Sunday Herald. ". . . I don't think we'll do a deal at the moment," Purple Lounge part-owner Chris Gorman said. "We're growing so fast now. We will maximize that value next year and look at selling it toward the end of next year." The company will add an online casino to its existing poker offer in early 2007. Its poker business is expected to generate an estimated $2 million in 2006.

Sky /365 Media - Dec, 15, 2006

British broadcaster British Sky Broadcasting has offered to buy online sports content and gaming company 365 Media Group Plc (UKB.L) for £96 million. Robert Fraser, head of corporate press for Sky, said his company anticipates closing the deal by the start of next year. Sky said 365 Media's directors considered the terms to be fair and reasonable and intend to recommend that its shareholders accept the offer. The offer is 68 pence in cash for each 365 Media share at approximately £96 million, and the fully diluted share capital of 365 Media at approximately £103 million, based on 6 percent premium to the 365 Media's closing price on Dec. 14. Fraser said Sky would acquire all of 365 Media's properties and take over the operation of all of the company's sites, adding that the sites would continue to operate under their established names.

Penn National/Harrah's - Dec, 15, 2006

Penn National Gaming has made a cash bid for Harrah's Entertainment, according to the Las Vegas Review Journal. The paper reported that the Pennsylvania-based gaming company was offering $88.50 a share for Harrah's, putting valuing the deal at $16.5 billion. This is the second bid for the company this week. Private equity duo Texas Pacific Group and Apollo Management earlier this week bid $87 per Harrah's share, according to the Wall Street Journal. The WSJ reported that the board of Harrah's has been in New York City this week mulling over the bids, as well as considering some strategic moves of their own.

Ladbrokes/888 - Dec. 8, 2006

London-listed Ladbrokes' (LAD.L) courtship of online operator 888 (888.L) may be nearing its conclusion, with a £490 million ($958.9 million) deal rumored to be struck in the very near future. Ladbrokes' offer for 888 is expected to be pitched at between 140 pence and 145 pence a share. 888 majority shareholders--brothers Avi and Aaron Shaked and Shay and Ron Ben-Yitzhak--stand to net millions, though it is unclear whether they will liquidate entirely or take a share in Ladbrokes. Their two-thirds stake in the company is worth upward of £300 million ($587.2 million).

William Hill/Rank - Dec. 3, 2006

British bookmaker William Hill PLC (WMH.L) is said to be considering a takeover bid for leisure company Rank Group PLC (RNK.L). British newspaper the Observer reported on Sunday that William Hill joins Ladbrokes PLC and a number of U.S.-based groups salivating over the company, which is in the midst of selling its Hard Rock Cafe business for an estimated £500 million.

Moneybookers - Nov. 27, 2006

U.K.-based payments processor Moneybookers is up for sale for a reported £100 million ($189.7 million). A spokesperson for the company has acknowledged the rumors, but was unable to comment further. Moneybookers' 2006 revenue is projected to reach nearly £8 million ($15.1 million), with pre-tax profits of approximately £4 million ($7.59 million). Sale hints surfaced Nov. 21, with Neteller named among a group of suitors allegedly willing to fork over the $191 million asking price. eGaming Review reports that a spokesperson for financial advisory firm Longacre Partners (LP) did confirm that LP was conducting a "strategic review" for Moneybookers, but said there was "nothing definite" about what they would recommend.

Neteller - Nov. 27, 2006

Speculation is brimming over Irish financier Dermot Desmond and a possible stake in online money transfer firm Neteller. Multiple media sources reported that Desmond, who has investments in I-gaming companies Paddy Power and Betdaq, has purchased a 10 percent stake in Neteller in the form of contracts for difference, which prevents him from having to publicly announce the investment. No price has been disclosed, and no one has been reached for comment on Desmond's behalf.