Shuffle Master (SHFL) to Acquire Ongame for EUR 19.5M Plus Earnouts

March 5, 2012 4:04 PM EST
Shuffle Master, Inc. (Nasdaq: SHFL) has entered into a definitive agreement to acquire Ongame Network Ltd. ("Ongame"), from bwin.party Services (Austria) GmbH. Ongame is one of the world's largest poker providers to online gaming operators ("business-to-business" or "B2B"), with a global network that includes more than 25 of the iGaming industry's strongest brands and operators, as well as regional networks in France and Italy.

The acquisition aligns with Shuffle Master's strategy of expanding its online product offerings to capitalize on regulated online gaming, while operating purely as a B2B provider and not providing gaming content directly to players.

As consideration for the purchase of the shares of Ongame, Shuffle Master will pay bwin.party Services (Austria) GmbH euro 19.5 million in cash, subject to certain adjustments at closing, and may pay up to euro 10 million in cash within five years of closing, contingent upon the commencement of legalized, real-money online poker in the U.S. within such period. The euro 10 million contingent payment decreases through the five-year period. Shuffle Master expects to fund the transaction with cash on hand or availability on its existing senior secured revolving credit facility.

Macquarie Capital acted as exclusive financial advisor to Shuffle Master with respect to this transaction and Morrison & Foerster LLP and DLA Piper acted as legal counsel to Shuffle Master.


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