bwin Interactive Entertainment (BWIN) and the owners of Gioco Digitale S.p.A. have agreed that bwin will acquire 100% of the shares in Gioco Digitale S.p.A.
As per the terms of deal, Gioco Digitale shareholders will contribute 752,474 Gioco Digitale shares, or 56.30% of share capital, in exchange for 2.30 million bwin shares and bwin will acquire the remaining 43.70% of Gioco Digitale's share capital for an initial consideration of EUR 25 million in cash on conclusion of the transaction, plus a further EUR 20 million in cash payable on presentation of Gioco Digitale's audited accounts for 2009, and a further EUR 5 million in cash 18 months after closing subject to the achievement of certain financial performance targets in 2009.
bwin Interactive said that Gioco Digitale will be acquired on a cash- and debt-free basis. The Share Purchase and Contribution Agreement will be subject to the approval of bwin's Supervisory Board. The transaction is scheduled to be concluded early in October 2009.
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