euro adhoc: BETandWIN.com Interactive Entertainment AG / Mergers - Acquisitions - Takeovers / betandwin.com to acquire Ongame e-solutions AB (E)

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Disclosure announcement transmitted by euro adhoc.
The issuer is responsible for the content of this announcement.
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16.12.2005

BETandWIN.com Interactive Entertainment AG (VSE: BWIN) 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, PokerRoom.com,
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 PokerRoom.com, HoldemPoker.com and EuroPoker.com.

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.

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

end of announcement euro adhoc 16.12.2005 08:00:00
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emitter: BETandWIN.com Interactive Entertainment AG
Börsegasse 11/Lift 3/Top 4
A-1010 Wien
phone: +43 (0) 1 5856044
FAX: +43 (0) 1 5856044 16
mail: investorrelations@betandwin.ag
WWW: www.betandwin.ag
ISIN: AT0000767553
indexes: ATX, Prime.market
stockmarkets: official dealing: Wiener Börse AG
sector: Casinos & Gambling
language: English

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