GVC Holdings PLC (AIM:GVC) reached an agreement on the terms of a recommended offer to acquire bwin.party digital entertainment plc (LSE:BPTY) from Androsch Privatstiftung and others for £1.1 billion on September 4, 2015. The consideration includes £0.25 in cash along with 0.231 new GVC shares for each share. The offer will include a mix and match facility, so that bwin.party shareholders will be able to elect to vary the proportions of cash and new GVC shares they receive, subject to the elections made by other bwin.party shareholders. The mix and match facility will not change the total number of new GVC shares to be issued by GVC or the total cash consideration to be paid pursuant to the offer. GVC will issue maximum of 195.29 million new GVC shares. The cash consideration payable under the Offer will be funded by up to £291.3 million of senior secured debt provided by Cerberus Capital Management, L.P. In addition GVC proposes to raise approximately £150 million by way of a placing of new GVC shares to institutional investors, and a subscription of New GVC Shares by certain investors, under the Fundraising. Following Completion, bwin.party Shareholders will own approximately 66.6% of the Enlarged Group.

GVC Holdings PLC will pay break fee of £10.9 million if GVC Board withdraws, adversely modifies or qualifies its recommendation that the GVC Shareholders vote in favor of the resolutions or on or prior to the long stop date, the offer lapses as a result of the resolutions referred not being passed by the shareholders of GVC. GVC Holdings PLC will pay break fee of £5.7 million if on or prior to the long stop date, the offer lapses as a result any of Conditions being invoked by GVC or by bwin.party or any of those conditions failing to be satisfied. bwin.party will pay break fee of £10.9 million if in the event that the bwin.party Directors withdraw, adversely modify or qualify their recommendation.

GVC Shares are currently admitted to trading on AIM. Application will be made to UK Listing Authority for the GVC shares together with the new GVC shares to be issued pursuant to the Offer and the fund raising to be admitted to the standard segment of the Official List and to trading on the Main Market of the London Stock Exchange on Completion. Once GVC Shares together with the New GVC Shares are admitted to the Standard Segment of the Official List and to trading on the Main Market of the London Stock Exchange, GVC intends to make an application to the UKLA to transfer the GVC Shares and the New GVC Shares from the Standard Segment of the Official List to the Premium Segment of the Official List as soon as practicable following publication of the GVC Report and Accounts for the year ending December 31, 2015. The board of GVC has confirmed to the bwin.party Board that the existing employment rights, including pension rights and incentive arrangements, of all management and employees of bwin.party will be fully safeguarded. Norbert Teufelberger, current Chief Executive Officer of bwin.party, will join the Board of the Enlarged Group as a non-executive Director.

The transaction is subject to admission to Trading of GVC Shares and New GVC shares, approval of court, GVC Shares (including the New GVC Shares to be issued pursuant to the Offer and the Fundraising) are admitted to trading, approvals of the Offer from, amongst others, the FCA (in respect of the change of control of Kalixa), the Gibraltarian Financial Services Commission (in respect of the change of control of Inter trader), the Licensing Authority of Gibraltar (Gaming Division) in respect of the change of control of bwin.party's Gibraltar business, the Malta Gaming Authority in respect of the change of control of bwin.party's Malta Gaming Authority licensed entity, the French Ministry of Economy in respect of the change of control of bwin.party's French business and the German Federal Cartel Office are obtained.

The GVC and bwin.party Directors intend unanimously to recommend that Shareholders vote in favor of transaction, ensuring that it has direct access to and can benefit from his intimate knowledge of the activities and operations of the bwin.party business. GVC has received an irrevocable undertaking from Henderson Global Investors and bwin.party has received a commitment from Androsch Privatstiftung to provide an irrevocable undertaking in support of the Scheme. This represents an aggregate of 75.1 million other bwin.party Shares, representing approximately 9.1% the share capital of bwin.party. GVC has received irrevocable undertakings in support of the Scheme in relation to an aggregate of 89.5 million bwin.party Shares, representing approximately 10.8% of the share capital of bwin. As of December 15, 2015, bwin.party digital entertainment shareholders approved the transaction by the necessary majority at the Court Meeting and by Special Resolution to implement the Scheme at the General Meeting. As of December 15, 2015, GVC Holdings PLC shareholders approved the transaction. The deal is expected to close on February 1, 2016.

James Arculus, James Maizels of Deutsche Bank AG acted as financial advisor for bwin.party and Charles Wilkinson of Deutsche Bank AG acted as corporate Broker for bwin.party. David Sola of Houlihan Lokey (Europe) Limited acted as financial adviser to GVC. Camilla Hume, Stephen Keys and Mark Connelly of Cenkos Securities plc acted as nominated advisor and broker to GVC and James Newman, David Rydell of Bell Pottinger acted as PR Adviser to GVC. Michael Meade and Rupert Krefting of Numis Securities Limited acted as joint corporate broker to bwin.party, Ed Bridges and Alex Le May of FTI Consulting acted as public relation adviser to bwin.party. Nick Peary of Addleshaw Goddard LLP acted as legal advisor for GVC and Piers Prichard Jones and Christopher Mort of Freshfields Bruckhaus Deringer LLP acted as legal advisor for bwin. Christian Alexander Mayer and Sebastian Janka of Noerr LLP acted as the legal advisors for GVC Holdings. Richard Butterwick, Ross Anderson and Sam Hamilton of Latham acted as legal advisors to Houlihan Lokey.

GVC Holdings PLC (AIM:GVC) completed the acquisition of bwin.party digital entertainment plc (LSE:BPTY) from Androsch Privatstiftung and others on February 1, 2016.