888 Holdings Public Limited Company (LSE:888) entered into an agreement to acquire bwin.party digital entertainment plc (LSE:BPTY) from Orbis Investment Management Limited, SpringOwl Asset Management LLC and other shareholders for approximately £860 million in cash and stock on July 17, 2015. The consideration for each share of bwin.party is £0.3945 in cash and 0.404 new shares of 888 Holdings. 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 888 shares they receive subject to offsetting elections made by other bwin.party shareholders. Pursuant to the transaction, bwin.party will hold 48.9% stake of the combined entity. The offer will be effected by means of a scheme of arrangement. The transaction will be financed through a new $600 million (£384.18 million) term loan credit facility to be provided under a credit agreement entered into on July 16, 2015 between, amongst others, Barclays Bank PLC and JPMorgan Chase Bank, N.A. as initial lenders and 888 as a borrower. The terms of the transaction include break-up fee of £5.71 million payable by either party on termination.

888 Holdings has received irrevocable undertaking from bwin.party directors in respect of their 1.7% stake and has alos received letters of intent to vote in favor of the scheme from certain other shareholders of bwin.party in respect of their 10.9% stake. 888 Directors holding 0.5% stake in 888 Holdings and certain shareholders holding 58.8% stake in 888 Holdings, have also irrevocably undertaken to vote in favor of the scheme. Liz Catchpole and Martin Weigold of bwin.party will join the Board of 888 as an independent non-executive director and a non-executive director, respectively, on completion. Norbert Teufelberger, bwin.party's Chief Executive Officer, will provide consultancy services as and when required by the 888 Board under the terms of an agreement. The transaction is subject to approval by shareholders of 888 and bwin.party, approval by antitrust and regulatory bodies and approval of listing of new shares on London Stock Exchange and sanction of the scheme by the Court. The transaction has been unanimously approved by the Board of 888 and bwin.party. The deal is expected to close by the end of fourth quarter in 2015 or first quarter of 2016. The transaction is expected to be earnings enhancing for 888 in the first full financial year of ownership. As of September 1, 2015, bwin.party has received a revised proposal from 888 Holdings plc. The revised proposal is subject to a number of pre-conditions.

Garry Levin and Duncan Williamson of Investec Bank plc and John Orem, Brian Newman, Jonathan Abbey and Derek Herbert of Stifel, Nicolaus & Company, Incorporated acted as financial advisors for 888 Holdings. Andrew Hayes and Alex Brennan of Hudson Sandler acted as PR advisors for 888 Holdings. James Arculus, James Maizels and Charles Wilkinson of Deutsche Bank AG, London Branch and Michael Meade and Rupert Krefting of Numis Securities acted as broker for bwin.party. Ed Bridges and Alex Le May of FTI Consulting acted as PR advisor for bwin.party. Edward Barnett, Annabelle Croker, Ben Ward, Catherine Jones, Alisha Singh, Denise Gibson, Jake Keaveny, Yanmei Wei, Ben Myers, George Owen, Livia Talenti, James Roe and Erynne Lim of Allen & Overy LLP acted as legal advisors for 888 Holdings and Freshfields Bruckhaus Deringer LLP acted as legal advisor for bwin.party. Barclays Bank PLC acted as financial advisor to 888 Holdings. Michal Berkner of Skadden, Arps, Slate, Meagher & Flom LLP represented one of the founding shareholders of 888 Holdings. Gil White, Daniel Lipman Lowbeer and Yehoshua Shohat Gurtler of Herzog Neeman Fox acted as legal advisors for 888. Thomas Talos, Nicholas Aquilina, Elena Urlesberger, Katharina Mihalovic and Will Hutchinson of Brandl & Talos acted as legal advisors for bwin.party. Mike Flockhart, Chris Haynes, Tom Vaughan and Sarah Ries-Coward of Herbert Smith Freehills LLP acted as legal advisors for Investec. Allen & Overy LLP was paid an advisory fee of £8.6 million and Freshfields was paid an advisory fee £2.7 million. The currency conversion has been done through www.oanda.com as on July 17, 2015.