William Hill PLC acquires affiliates of Playtech Ltd and other assets and enters into online gaming licence agreement with Playtech Ltd
Transaction Summary
Combination of William Hill PLC's online operations ("William Hill Interactive") and certain affiliates of Playtech Ltd ("Playtech") and other assets ("the Purchased Assets") to create the leading European online gaming and sports betting business ("William Hill Online")
William Hill Online will be the leading European online gaming and sports betting operation with:
"This transaction is a transformational step for William Hill consistent with our stated strategy to increase online gaming and international earnings. William Hill Online will be the leading European online gaming and sports betting business and the clear online leader amongst UK land based gaming and betting operators.
The transaction generates significant shareholder value and enhanced growth prospects for William Hill."
William Hill PLC acquires affiliates of Playtech Ltd and other assets and enters into online gaming licence agreement with Playtech Ltd
William Hill, one of the leading providers of fixed odds bookmaking services in the UK, today announces the acquisition of assets, businesses and contracts comprising an affiliate marketing business, customer services operation and gaming brands and websites, from Playtech, the AIM listed online gaming software provider. As part of the transaction the newly created William Hill Online has also entered into a contract with Playtech for a minimum of five years for the provision of online gaming software for poker and casino, with an option to move into other product areas.
The transaction combines two highly complementary businesses. William Hill Interactive brings strength of brand, sports betting expertise and an established UK customer base and profit stream. The Purchased Assets bring online marketing and customer retention expertise, an extensive affiliate network and an established European customer base and profit stream. In addition, access to Playtech's software network is expected to provide greater liquidity for poker and lead to increased customer retention, customer reactivation and player lifetime values. The Orbis platform, which will be used for the sports betting business, remains on track for implementation in late November 2008.
William Hill Online will benefit from both applying the active marketing techniques of the Purchased Assets to the William Hill brand and offering their products to the existing William Hill customer base, as well as offering the William Hill brand and sports betting to the existing customer base of the Purchased Assets.
The transaction is consistent with William Hill's stated strategy to increase online gaming and international earnings. William Hill Online will have significant European presence, greater focus on online gaming and enhanced online growth potential. William Hill Online will become the leading European online gaming and sports betting operation and the clear leader in online gaming and sports betting amongst UK land based gaming and betting operators. William Hill Online will be well positioned to accelerate online revenue and profit growth in the UK and across Europe.
William Hill will control and operate William Hill Online, which will remain a consolidated subsidiary, with Playtech's share of profits shown as a minority interest. Playtech is acquiring various online gaming businesses, marketing assets and contracts for a total consideration of up to $250 million in cash as part of the transaction, the majority of which represent the Purchased Assets. As consideration for the Purchased Assets, Playtech will receive a 29% interest in William Hill Online, with William Hill owning 71%. Playtech's ownership interest in William Hill Online can increase from 29% to 32% depending on certain conditions relating to the integration. William Hill has an option to acquire Playtech's interest on an independent fair value basis, exercisable after four and six years. Playtech has the right to receive a portion of the option proceeds in William Hill shares, not exceeding 10% of William Hill's outstanding share capital at the time of issue.
For the six months ended 1 July 2008, William Hill Interactive generated net revenues of £68 million and EBITA before exceptionals of £28 million. For the same period, the Purchased Assets generated net revenues of £26 million and pro forma EBITA of £8 million. On a pro forma basis for the year ending 31 December 2008, William Hill Online is expected to generate net revenues of £190 million and EBITA of £75 million. Net revenues are targeted to grow by more than 50% between 2008 and 2010. In 2009, focus will be on net revenue growth with margins maintained. In 2010, focus will be on continued net revenue growth and improving margins.
The transaction is expected to require limited upfront cash with capital expenditure, transaction costs and integration costs of approximately £24 million.
The transaction is expected to be earnings positive for the William Hill in the first full year of ownership and significantly accretive thereafter.(1)
William Hill has appointed Henry Birch as CEO of William Hill Online, effective immediately. Henry Birch was previously Chief Executive of Leisure & Gaming PLC. William Hill Online will draw on the strengths of the management team of both sides with Eyal Sanoff as Chief Marketing Officer, Peter Marcus as Chief Operating Officer and the finance and legal functions being provided by William Hill.
Transaction is expected to complete in full in January 2009. Integration is expected to be achieved within 6-9 months of completion.
(1) The statement as to earnings per share enhancement relates to profits before amortisation and exceptional items and does not constitute a profit forecast and should not be interpreted to mean that William Hill's future earnings per share will necessarily exceed or match those of any prior year
Transaction Summary
Combination of William Hill PLC's online operations ("William Hill Interactive") and certain affiliates of Playtech Ltd ("Playtech") and other assets ("the Purchased Assets") to create the leading European online gaming and sports betting business ("William Hill Online")
- Pro forma estimated 2008 net revenues of £190 million and EBITA of £75 million
- William Hill PLC ("William Hill") will have a 71% controlling interest in William Hill Online, based on relative contribution to EBITA
- William Hill has an option to acquire Playtech's interest on an independent fair value basis, exercisable after four and six years
- William Hill Online has entered into a software agreement with Playtech for a minimum of five years for poker and casino, with an option to move into other product areas
- William Hill Interactive brings strength of brand, sports betting expertise and established UK customers and profits
- The Purchased Assets bring online marketing and customer retention expertise, an extensive affiliate network and established European customers and profits. In addition, the employees of the Purchased Assets have experience and knowledge of operating the Playtech gaming software
William Hill Online will be the leading European online gaming and sports betting operation with:
- Significant European presence
- Greater focus on online gaming
- Use of Playtech software for poker and casino, and Orbis for sports betting, creating a stronger and more consolidated platform for growth
- The leading European online gaming and sports betting business
- The clear leader in online gaming and sports betting amongst UK land based gaming and betting operators
- Well positioned to accelerate online revenue and profit growth in the UK and across Europe
- Earnings positive in year one and significantly accretive thereafter (1)
"This transaction is a transformational step for William Hill consistent with our stated strategy to increase online gaming and international earnings. William Hill Online will be the leading European online gaming and sports betting business and the clear online leader amongst UK land based gaming and betting operators.
The transaction generates significant shareholder value and enhanced growth prospects for William Hill."
William Hill PLC acquires affiliates of Playtech Ltd and other assets and enters into online gaming licence agreement with Playtech Ltd
William Hill, one of the leading providers of fixed odds bookmaking services in the UK, today announces the acquisition of assets, businesses and contracts comprising an affiliate marketing business, customer services operation and gaming brands and websites, from Playtech, the AIM listed online gaming software provider. As part of the transaction the newly created William Hill Online has also entered into a contract with Playtech for a minimum of five years for the provision of online gaming software for poker and casino, with an option to move into other product areas.
The transaction combines two highly complementary businesses. William Hill Interactive brings strength of brand, sports betting expertise and an established UK customer base and profit stream. The Purchased Assets bring online marketing and customer retention expertise, an extensive affiliate network and an established European customer base and profit stream. In addition, access to Playtech's software network is expected to provide greater liquidity for poker and lead to increased customer retention, customer reactivation and player lifetime values. The Orbis platform, which will be used for the sports betting business, remains on track for implementation in late November 2008.
William Hill Online will benefit from both applying the active marketing techniques of the Purchased Assets to the William Hill brand and offering their products to the existing William Hill customer base, as well as offering the William Hill brand and sports betting to the existing customer base of the Purchased Assets.
The transaction is consistent with William Hill's stated strategy to increase online gaming and international earnings. William Hill Online will have significant European presence, greater focus on online gaming and enhanced online growth potential. William Hill Online will become the leading European online gaming and sports betting operation and the clear leader in online gaming and sports betting amongst UK land based gaming and betting operators. William Hill Online will be well positioned to accelerate online revenue and profit growth in the UK and across Europe.
William Hill will control and operate William Hill Online, which will remain a consolidated subsidiary, with Playtech's share of profits shown as a minority interest. Playtech is acquiring various online gaming businesses, marketing assets and contracts for a total consideration of up to $250 million in cash as part of the transaction, the majority of which represent the Purchased Assets. As consideration for the Purchased Assets, Playtech will receive a 29% interest in William Hill Online, with William Hill owning 71%. Playtech's ownership interest in William Hill Online can increase from 29% to 32% depending on certain conditions relating to the integration. William Hill has an option to acquire Playtech's interest on an independent fair value basis, exercisable after four and six years. Playtech has the right to receive a portion of the option proceeds in William Hill shares, not exceeding 10% of William Hill's outstanding share capital at the time of issue.
For the six months ended 1 July 2008, William Hill Interactive generated net revenues of £68 million and EBITA before exceptionals of £28 million. For the same period, the Purchased Assets generated net revenues of £26 million and pro forma EBITA of £8 million. On a pro forma basis for the year ending 31 December 2008, William Hill Online is expected to generate net revenues of £190 million and EBITA of £75 million. Net revenues are targeted to grow by more than 50% between 2008 and 2010. In 2009, focus will be on net revenue growth with margins maintained. In 2010, focus will be on continued net revenue growth and improving margins.
The transaction is expected to require limited upfront cash with capital expenditure, transaction costs and integration costs of approximately £24 million.
The transaction is expected to be earnings positive for the William Hill in the first full year of ownership and significantly accretive thereafter.(1)
William Hill has appointed Henry Birch as CEO of William Hill Online, effective immediately. Henry Birch was previously Chief Executive of Leisure & Gaming PLC. William Hill Online will draw on the strengths of the management team of both sides with Eyal Sanoff as Chief Marketing Officer, Peter Marcus as Chief Operating Officer and the finance and legal functions being provided by William Hill.
Transaction is expected to complete in full in January 2009. Integration is expected to be achieved within 6-9 months of completion.
(1) The statement as to earnings per share enhancement relates to profits before amortisation and exceptional items and does not constitute a profit forecast and should not be interpreted to mean that William Hill's future earnings per share will necessarily exceed or match those of any prior year
