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BWIN and Partygaming Merger Sanctioned by Gibralter Court
Written by Mark Bennett   
Thursday, 24 March 2011 12:42

PartyGaming is pleased to announce that the Supreme Court of Gibraltar has today issued a court order sanctioning the merger of the Company and bwin (the "Merger"). This court order comes into full effect on 31 March 2011 (the "Effective Date"). Today's development follows the announcement by bwin on 15 March 2011 that the Merger had formally been entered into the companies' registry in Vienna, Austria by the Vienna Commercial Court.

Following the above developments, the approval of the Merger by PartyGaming and bwin shareholders on 28 January 2011 and the approval of the Merger by various national anti-trust and gaming regulatory authorities, there are no further conditions precedent remaining to be satisfied as part of the Merger process save for the matters set out below which will be effected on completion.

Completion of the Merger is now expected to take place on the Effective Date, when the Company's name will change to 'bwin.party digital entertainment plc'. The Company's ordinary shares of 0.015 pence each ("Shares") are expected to be de-listed and then re-admitted to the premium segment of the official list and commence dealing on the London Stock Exchange's main market at 8.00 a.m. (London time) on the Effective Date. New Shares are expected to be issued to the bwin shareholders on the Effective Date, when CREST accounts are also expected to be credited with dematerialised depositary interests in respect of the Company's Shares.

Bwin shares will cease trading on the Vienna Stock Exchange at close of business on 25 March 2011. For administrative reasons, trading in Bwin shares on the Vienna Stock Exchange must be suspended for three days prior to completion and also on the day of completion itself (31 March 2011).

On 1 April 2011, existing Bwin shareholders will receive 12.23 bwin.party depositary interests for each Bwin share free of charge. These depository interests can then be traded on the London Stock Exchange under the ticker symbol BPTY.L.

The exchange ratio of 12.23 bwin.party depositary interests for each bwin share will result in so-called 'fractional entitlements', rights to fractions of bwin.party depositary interests that cannot be traded on the London Stock Exchange. In accordance with the terms of the merger, these entitlements will be disposed of, and the proceeds of sale credited to the original beneficiaries (former Bwin shareholders) in a process that may take up to two weeks.

Following the approval of the merger in Germany by the Federal Cartel Office and in Austria by the Federal Competition Authority, Bwin has now also received anti-trust approval from the relevant authorities in Romania.

 

The new bwin.party depositary interests will carry a dividend entitlement with effect from 1 January 2010. The company's dividend policy will be determined by the new board of bwin.party digital entertainment plc over the next few months.

 

 

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