EANS-Adhoc: bwin Interactive Entertainment AG / bwin and PartyGaming to merge

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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
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29.07.2010

Highlights

- bwin Interactive Entertainment AG ("bwin") and PartyGaming PLC
("PartyGaming") to merge and form a combined entity incorporated in Gibraltar
and listed on the London Stock Exchange.
- Merger implementation agreement signed by bwin and PartyGaming on 29
July 2010.
- Combined entity to be owned approximately 48.4 % and 51.6 % by
PartyGaming and bwin shareholders, respectively.
- Merger approved by supervisory board of bwin and board of directors of
PartyGaming and supported by core shareholders of both companies.
- Norbert Teufelberger and Jim Ryan to be Co-CEOs of the combined entity
and key management positions to be held by senior management individuals of both
companies.

Commenting on the proposed merger, Norbert Teufelberger, Co-Chief
Executive of bwin said:

"This business combination makes great strategic, operational and
financial sense. We will be in pole position to capitalise on the
wealth of opportunities that will flow from the continued evolution
and expansion of the global online gaming industry."

Commenting on the proposed merger, Jim Ryan, Chief Executive of
PartyGaming added:

"With market-leading positions in poker, sports betting, casino and
games (in particular bingo), the enlarged Group will have a winning
formula to exploit the growing online gaming market, supported by a
strong balance sheet, significant cashflow generation and a highly
experienced management team."

On 29 July 2010, bwin and PartyGaming entered into an implementation
agreement on the proposed merger (the "Proposed Merger").

Under the Proposed Merger, the assets and liabilities of bwin will be
transferred to PartyGaming thereby forming a Societas Europaea
(European joint stock company) incorporated in Gibraltar. Current
shareholders of bwin will receive approximately 51.6 % of the shares
and current shareholders of PartyGaming 48.4 % of the shares in the
combined entity. The Proposed Merger does not entail a mandatory
takeover offer (Pflichtangebot) to the shareholders of bwin under the
Austrian Takeover Act (Übernahmegesetz). Upon completion of the
Proposed Merger, bwin shares will be de-listed from the Vienna Stock
Exchange and the shares in the combined entity will be listed
exclusively on the London Stock Exchange.

The Proposed Merger is subject to certain conditions which include:

- the approval of the transaction by separate extraordinary meetings of
the bwin and PartyGaming shareholders;
- the receipt of certain antitrust and regulatory clearances; and
- satisfaction of employee consultation requirements as applicable to the
formation of a Societas Europaea.

The supervisory board of bwin and board of directors of PartyGaming
have agreed a balanced management structure for the enlarged group,
drawing upon the management strength of both groups. The board of the
enlarged group will be led by Norbert Teufelberger and Jim Ryan who
will be Co-Chief Executives. Martin Weigold will be Group Finance
Director and Joachim Baca will be Chief Operating Officer. It is
intended to appoint a new independent, Non-Executive Chairman who
will join the board of the enlarged Group upon completion. Excluding
the Chairman, there will be equal executive and non-executive
representation from current members of the PartyGaming Board, the
bwin Board and senior management. Manfred Bodner (Co-CEO bwin) will
move from the bwin Board to be a non-executive director on the board
of the enlarged group and will be involved in brand-integration
management and strategic sales topics.

Key shareholders of both bwin and PartyGaming have undertaken to vote
in favour of the Proposed Merger in the relevant shareholders'
meetings which are currently envisaged to take place during the first
quarter of 2011. Completion of the Proposed Merger is expected to
take place soon after the shareholders' meetings.

PartyGaming has published a more detailed announcement regarding the
Proposed Merger in accordance with applicable law in the United
Kingdom which may be obtained at www.partygaming.com/prty/en/investor
s/ifinancialnews/fn_pressreleases.

Further announcements regarding the above transaction will be made as
appropriate.

Analyst meeting, webcast, dial-in and conference call details: 29
July 2010 There will be an analyst meeting for invited UK-based
analysts at Deutsche Bank, 1 Great Winchester Street, London EC2N 2EQ
starting at 12:00 BST. There will be a simultaneous webcast and
dial-in broadcast of the meeting. To view the live webcast, please
visit the Group website (www.bwin.org). Details for the dial-in
facility are given below. A copy of the webcast and slide
presentation given at the meeting will be available on the Group´s
website later today.

Dial-in details to listen to the analyst presentation: 29 July 2010
11.50 am Please call +44 (0) 203 003 2666
UK Toll Free 0808 109 0700
Title PartyGaming/bwin
12.00 Meeting starts

A recording of the meeting will be available for a period of seven
days from 29 July 2010. To access the recording please dial the
following replay telephone number:

Replay telephone number +44 (0) 208 196 1988

Replay passcode: 6939753#

International Conference call: 29 July 2010

For international analysts and investors there will also be an
opportunity to put questions to Norbert Teufelberger, Chief Executive
Officer of bwin and Jim Ryan, Chief Executive Officer of PartyGaming,
by way of a conference call. The details of the call are as follows:
6.50 pm Please call +44 (0)203 003 2666 UK Toll Free 0808 109 0700
7.00 pm Conference call starts

A recording of the conference call will be available for a period of
seven days from 29 July 2010. To access the recording please dial the
following replay telephone number:

UK Replay number telephone +44 (0)208 1961 988

UK Replay passcode: 9129104#

All times are British Summer Time.

end of announcement euro adhoc
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ots Originaltext: bwin Interactive Entertainment AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Investors:

Konrad Sveceny, Investor Relations

bwin Interactive Entertainment AG

Boersegasse 11, 1010 Vienna, Austria

Tel.: +43 (0) 50 858-20017

E-mail:investorrelations@bwin.org

http://www.bwin.org

Press:

Katharina Riedl, Corporate Communications

bwin Interactive Entertainment AG

Boersegasse 11, 1010 Vienna, Austria

Tel.: +43 (0) 50 858-20069

E-mail:press@bwin.org

http://www.bwin.org

Branche: Casinos & Gambling
ISIN: AT0000767553
WKN: 936172
Index: ATX Prime, ATX
Börsen: Wien / official market