Recently merged online casino and poker room group acquired for US $ 66 million
Surprise disclosure this week was the takeover of the recently merged
Spin Palace- Piggs Casino group by London listed company Fairground
Gaming Holdings plc for a $66 million consideration. Trading of the
shares on the London AIM was suspended as the deal went through.
In the press release, the directors of Fairground Gaming disclosed that
the company has entered into a conditional purchase agreement to
acquire all of the online gaming businesses and subsidiaries, which
collectively form The Spin Palace Group from Roundit Limited, for a
maximum consideration of US$66 million.
Highlights of the deal include:
The Acquisition is the first by Fairground Gaming since admission to
AIM in October 2005, is in line with the Company’s strategy and is
conditional on re-admission to trading of the enlarged issued share
capital;
The Spin Palace Group comprises two recently combined businesses,
Spin Palace and Piggs Casino, and is a licensed online casino and poker
group offering over 200 different games to a global customer base;
Core domains include www.spinpalace.com, www.rubyfortune.com and www.piggscasinos.com;
The technology platform of the Acquisition is underpinned by
Microgaming considered by the Fairground directors to be the leading
provider of software to online casinos;
Scope for further integration and exploitation of new products;
Existing management teams and staff to remain with the enlarged group
on completion of the Acquisition;
Acquisition incorporates a marketing business and scalable call
centre to which Roundit previously outsourced these functions as well
as an award-winning affiliate programme;
The initial consideration of approximately US$46 million, consisting
of US$10 million cash payment from existing Fairground Gaming resources
with the remainder being satisfied through the issue of ordinary shares
in Fairground Gaming and warrants over Ordinary Shares in Fairground
Gaming;
Further earnout consideration payable of up to US$20 million,
dependent upon the EBITDA of The Spin Palace Group for the year to 31
December 2006; and
* The acquisition constitutes a reverse takeover for the purposes of
the AIM Rules and accordingly the Directors have requested that
Fairground Gaming’s shares be suspended from trading on AIM with
immediate effect until such time as an AIM admission document is
published.
Commenting on the proposed acquisition, Evan Hoff, Chief Executive of Fairground Gaming, said:
“The Spin Palace Group will be the cornerstone in the execution of
Fairground Gaming’s consolidation strategy. Both Spin Palace and Piggs
Casino are well managed and cash generative businesses and, combined,
we believe they have the potential to be scaled upwards to enhance
future revenues of the Company. We look forward to working with
management in growing the business and seeking out complementary
acquisitions that will assist us in achieving further scale and product
and geographic diversification. We look forward to providing further
information to investors in due course.”
