Livermore Regulatory News (LIV)

1 Aug 2005 07:06

Empire Online Limited01 August 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO UNITED STATES, CANADA, JAPAN, AUSTRALIA AND IRELAND 1 August 2005Empire Online Limited Acquisition of Club Dice, Noble Poker database and other assets Summary Empire Online Limited ("Empire Online" or "the Company") today announces that it has agreed to acquire the business and certain assets of Club Dice and the customer database, subject to due diligence, and unconditionally purchase the intellectual property and brand of Noble Poker. Both Club Dice and Noble Poker utilise Playtech Limited software under license. The total consideration for the two platforms is expected to be approximately US$40 million in cash. Established in 2001, Club Dice comprises three casino brands and one bingo brand: • Club Dice Casino,• MonacoGold Casino,• Carnival Casino and• YouBingo. It is understood that Club Dice database currently comprises over 70,000 registered real money customers. The acquisition comprises, inter alia, the player database, certain intellectual property, and a license to operate PlaytechLimited software across the four platforms. Club Dice has seen substantial recent growth in revenues and profits. The consideration is to be based on an agreed formula and the acquisition is subject to a three month due diligence exercise being undertaken by Empire Online. The Company believes that the net income multiple paid for the acquisition (if it were to take place) would represent a significant discount to Empire Online's current price to earnings (PER) ratio. In addition, Empire Online has entered into an agreement to acquire, inter alia, the player database, brand and intellectual property of Noble Poker, the largest poker operator on Playtech Limited's iPoker network. Empire Online will operate the marketing of Noble Poker. The Company expects the total aggregate consideration for the casino, bingo and poker assets to be approximately $40 million in cash, which will be satisfied from existing bank balances. The acquisition price of the database and related intellectual property does not form a material part of the total expected consideration for the Club Dice acquisition. The Board believes that the acquisition by Empire Online of Club Dice (if it were to take place) and the Noble Poker database should : • Enhance Empire Online's product offering and achieve a stated strategic objective of diversifying the Company's technology providers. • Give the Company greater control of its casino product offering through ownership of a gaming license. • Maximise Empire Online's growth potential. The Board anticipates that the re-launch of Noble Poker, along with the investment in Empire Online's backgammon platform, 65.com, will incur costs in the short term, but expect the Company's new platforms, in aggregate, to be earnings enhancing within twelve months. Commenting on the acquisitions, Noam Lanir, Chief Executive of Empire Online, said: "We are delighted to have secured a deal to acquire these platforms, who operate some of the most highly regarded casinosoftware in the industry. In Club Dice and Noble Poker we have bought running businesses which achieve a strategic objective of diversifying our base of technology providers." Enquiries: Empire Online Limited +44(0) 20 7638 9571Noam Lanir, Chief Executive officerYossef Pereg, Chief Financial officerAndrew Burnett Numis Securities +44(0) 20 7776 1500James Black Citigate Dewe Rogerson +44(0) 20 7638 9571Simon RigbySarah GestetnerGed Brumby The information contained herein is not for publication or distribution to persons in the United States of America. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended, andmay not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. This information is provided by RNS The company news service from the London Stock Exchange