Bwin.party Acquisition Wars, Part 1: GVC, Amaya Pursue Reverse Takeover
Floundering online gambling company bwin.party has returned to the news over the weekend amid rampant market speculation that the company, or pieces thereof, will be sold. Bwin.party has been the subject of takeover talks for at least three years, following an unending string of dismal financial reports and the hemorrhaging of hundreds of millions of euros in shareholder value. In just one of a series of recent updates, bwin.party has been forced to acknowledge a €1.5 billion reverse-takeover bid led by Isle of Man-based GVC Holdings, with the support of Canada’s Amaya Gaming.
GVC Holdings bills itself as both a business-to-business (B2B) and business-to-customer (B2C) operator, running a small handful of its own brands in addition to its deals with other companies. GVC Holdings’ most prominent brand is SportingBet, and the company’s own business focuses more on online sports betting than casino games or poker.
GVC doesn’t have the wherewithal to acquire bwin.party on its own, so it’s joined with Amaya to forge a “special purpose vehicle” (as a recent Financial Times update describes it) to put together an acquisition package of greater overall value than one created by market rival 888 Holdings. (We’ll look at the 888 offer in a follow-up piece). Amaya’s involvement would provide the financial surety to allow the deal to occur, and in return Amaya would receive the PartyPoker platform and assets, with a possible option to pursue bwin.party’s other gaming assets at a later date.
Following increased market volatility and rumors about the €1.5 billion offer, GVC issued a brief statement on Friday. That statement, in part, which provides few additional details:
GVC Holdings PLC (AIM:GVC), a leading online sports betting and gaming group, notes the recent press speculation and confirms that it has submitted a proposal with a view to the Group acquiring the entire issued and to be issued share capital of bwin.party digital entertainment plc (“bwin.party”).
If the proposed transaction were to complete, it would be treated as a reverse takeover due to the size of bwin.party relative to the Company and, in order for the proposed transaction to proceed, it would require, inter alia, the approval of GVC shareholders.
There can be no certainty that the submission of this proposal will lead to the Company being selected as a proposed acquirer of bwin.party or, in turn, completing an acquisition. Further updates will be provided in due course.
That acknowledgment forced bwin.party to issue its own statement in response:
Further to the increase in the Company’s share price earlier today and speculation in the media, the Board of bwin.party reconfirms that it is continuing its discussions with a number of third parties and has received revised proposals (including from GVC Holdings PLC) regarding a variety of possible business combinations. There can be no guarantee that these discussions will result in any transaction being completed and a further update will be given in due course.
Emphasis, of course, should be placed on the mention of “… number of third parties” making offers for the company. Bwin.party has turned down or fended off several different offers, being forced on several occasions to issue statements similar to the above after flurries of increased investor interest.
Bwin.party’s one-time prominence following the 2011 merger of predecessor firms Bwin and Party Gaming has long since faded, with the company losing hefty slices of its market share in several online-gaming niches ever since. The company has fended off several previous takeover attempts, with other online giants considering, then passing on what appears to be inevitable — bwin.party’s eventual breakup or sale. At one point the company’s dismal results even led to an internal shareholder revolt led by New York investor Jason Ader, who wrested a seat on bwin.party’s board of directors as one small concession.
Bwin.party’s joint-CEO relationship of former bwin head Norbert Teufelberger and former Party poobah James Ryan can also be regarded as an unmitigated financial disaster. Teufelberger has continued on as sole CEO since Ryan’s departure in 2013; Ryan has since moved on to the US-based Pala Interactive with an eye on that country’s fledgling online market.