There are many questions surrounding the Bears quarterback situation, but it sounds like we can rule out a Mitchell Trubisky return in Tom Brady just won his seventh championship. Which ties him with Robert Horry. Raiders QB Marcus Mariota receiving trade interest from several teams. Deshaun Watson has requested a trade from the Houston Texans. Here's the latest Jaylen Brown went off -- both on and off the court -- Tuesday night in Utah. After dropping 33 points in a losing effort, J. Read full article.
July 8, , AM. Latest Stories. NBC Sports Philadelphia. Patriots Wire. Steelers Wire. Yahoo Sports. The Independent. Wazzu Watch. National Review. NBC Sports Washington. Bears Wire. NBC Sports. NBC Sports Boston. Freshman quarterback Jayden de Laura, the crown jewel of the recruiting class, has been suspended indefinitely. The new policy, which was first reported by the Athletic, makes Dallas the first team to forgo playing the anthem at home games.
The Mavericks played their first ten regular-season home games without the anthem and without fans. Fans were invited to a game for the first time on Monday, with the team allowing 1, vaccinated essential workers to attend games for free. NBA commissioner Adam Silver said in December that the rule would not be strictly enforced this season. The rule was also not strictly enforced at the end of the season when a number of players chose to kneel during the anthem to show solidarity with the Black Lives Matter movement.
Cuban has been outspoken in his support of the movement, saying in June that he would kneel with players during the anthem. The Ravens tackle has reportedly made it known he wants to be traded. That was a recipe for disaster against Tampa Bay. There are many questions surrounding the Bears quarterback situation, but it sounds like we can rule out a Mitchell Trubisky return in Tom Brady just won his seventh championship.
Which ties him with Robert Horry. Raiders QB Marcus Mariota receiving trade interest from several teams. Deshaun Watson has requested a trade from the Houston Texans. Here's the latest Jaylen Brown went off -- both on and off the court -- Tuesday night in Utah.
After dropping 33 points in a losing effort, J. Read full article. September 1, , PM. Story continues. Latest Stories. NBC Sports Philadelphia. Patriots Wire. Steelers Wire. Yahoo Sports. The Independent. Wazzu Watch. National Review. NBC Sports Washington.
GVC, owner of the Sportingbet brand, has since worked with Bwin to iron out a number of concerns and has made an improved offer, valuing the company at around 1. Bwin, up for sale since November, did not give details of 's new proposal but said it would now evaluate it alongside the one from GVC.
By joining forces, bigger players can be better protected in a harsher tax environment than smaller firms which are likely eventually to be squeezed out of the market. Growth prospects for merged firms also improve as they have more to spend on IT and marketing. L have agreed a merger in principle, while Ladbrokes LAD.
L and Gala Coral have struck a similar deal. William Hill WMH. L , whose position as Britain's leading bookmaker has been attacked by the recent consolidation, is also under pressure to respond. The firm had a bid for turned down in February this year. GVC's offer of At They have got much longer track record in terms of the management team and much higher rating for the stock," analyst Simon Davies of Canaccord Genuity said. Bwin said its board's unanimous recommendation of 's offer, that was announced on July 17, was unchanged by Tuesday's announcement, although it could yet have a change of heart and choose GVC.
Bwin shares, up 27 percent on a year ago, were down 0. GVC's shares, up 3 percent in a year, were up 0. Carson Wentz seems likely to be traded in the next few days, and the QB apparently has some thoughts on his destination. By Adam Hermann. Brady and Mahomes were mic'd up for their postgame chat. The mic'd-up quarterback and tight end had a pretty funny chat about touchdowns. With five quarterbacks going in Round 1, it could be a wild ride early in the NFL draft.
Jeremy Maclin retired two years ago, but the former Eagles wideout hasn't been sitting around. Freshman quarterback Jayden de Laura, the crown jewel of the recruiting class, has been suspended indefinitely. The new policy, which was first reported by the Athletic, makes Dallas the first team to forgo playing the anthem at home games. The Mavericks played their first ten regular-season home games without the anthem and without fans.
Fans were invited to a game for the first time on Monday, with the team allowing 1, vaccinated essential workers to attend games for free. NBA commissioner Adam Silver said in December that the rule would not be strictly enforced this season. The rule was also not strictly enforced at the end of the season when a number of players chose to kneel during the anthem to show solidarity with the Black Lives Matter movement. Cuban has been outspoken in his support of the movement, saying in June that he would kneel with players during the anthem.
The Ravens tackle has reportedly made it known he wants to be traded. These laws, regulations and licensing requirements vary from jurisdiction to jurisdiction but typically address the responsibility, financial standing and suitability of owners, directors and operators. Many of these laws, regulations and licensing requirements are recent and are subject to change at any time and relevant regulatory authorities may change their interpretation thereof at any time.
Failure to comply with relevant laws, regulations or licensing requirements may lead to penalties, sanctions or ultimately the revocation of relevant operating licences. In addition, the compliance costs associated with these laws, regulations and licensing requirements may be significant. Any adverse changes to the regulation of online gaming, the interpretation of these laws, regulations and licensing requirements by relevant regulators or the revocation of.
Certain countries in which laws currently prohibit or restrict online gaming or the marketing of those services, or protect monopoly providers of gaming services, may implement changes to open their markets through the adoption of competitive licensing and regulatory frameworks. Whilst these changes may provide growth opportunities for the Combined Group, a new licensing and regulatory regime adopted in any such country may not grant a licence to the Combined Group or may impose onerous conditions such as onerous licensing requirements, together with enforcement sanctions for breach thereof, taxation liabilities that make the market unattractive to the Combined Group, or impose restrictions that limit its ability to offer certain of its key products or to market its products in the way it would wish to do so.
Each of PartyGaming and bwin excludes, and, unless the US regulations change in favour of online gaming, the Combined Group will exclude, players resident in the United States from access to its online gaming services in compliance with US laws. It is possible that the United States will become a regulated market for online gaming at the state or federal level.
However, there can be no assurance that such regulation will be passed or that, if passed, the Combined Group will obtain a licence in the United States at the state or federal level or that it will not lead to additional significant competition or significant costs for the Combined Group.
If regulation is liberalised or clarified in some jurisdictions, then the Combined Group may face increased competition from other providers, and competition from those providers may have a material adverse effect on the overall competitiveness of the online gaming industry. The Combined Group may face difficulty in competing with providers that take a more aggressive approach to regulation than the Combined Group and are consequently able to generate revenues in markets from which the Combined Group does not accept customers or in which it will not advertise.
Certain operators still have customers in the United States, while PartyGaming and bwin do not, which may lead to the Combined Group being disadvantaged in competing for liquidity, in particular in respect of its poker offering. The opening of new markets, and the clarification of restrictions surrounding online gaming in other markets where the legal position is currently unclear, may encourage new entrants to the online gaming sector or strengthen the position of competing gaming operators.
The Combined Group faces the risk of loss, revocation, non-renewal or change in the terms of its gaming licences. Licences also typically include a right of termination for the regulator in certain circumstances. Gibraltar licences are of key importance to its operations.
The regulatory risks to the Combined Group may be greater where it has a physical presence. The licences require the Combined Group to direct the advertising and promotion of online gaming activities only to citizens of nations in which it is not illegal for such activities to be undertaken and to not provide gambling activities to customers where such provision is illegal under the applicable law.
The licences also require the licensee to manage and operate all of its gambling activities from approved premises in Gibraltar. The licences include provisions entitling the GoG to revoke the licence on public interest grounds and to refuse a renewal if a breach of any term or condition is not remedied within 90 days of the licensee being notified.
Two computer centres used by bwin to support its online gaming activities are located in Austria. In addition, a range of administrative functions, including marketing, financial services, customer support, IT and security services are carried out in Austria. The scope of the permit is limited and does not cover all of the online gaming activities that receive support from the operations in Austria. The Austrian Ministry of Finance, as the gaming regulatory authority, considers the offering of games of chance via the internet without an Austrian licence to be illegal.
It has argued that its view of Austrian gaming regulation is in compliance with EU law and that operators other than the incumbent monopoly operators are illegal under Austrian law. Indian state law prohibits gaming and maintaining gaming houses in India. However, there is no law prohibiting the provision of BPO services in India for gaming which takes place outside India or to gambling houses which are not located in India and which do not offer gaming services to any person accessing such services from India.
PartyGaming employs technology that seeks to identify the geographic location of players who attempt to access its websites in order to ensure that its online gaming services are not accessible to any person from India. Any attempt, whether successful or not, by the Indian authorities to bring an action against PartyGaming for breach of its gaming laws would be likely to require it to take defensive action, resulting in legal and other costs and disruption to its business.
Although the Government of India has pursued policies of economic liberalisation, the influence of the Indian central and state governments on businesses in India has remained significant. PartyGaming also advertises its play money gaming site in Canada and receives funds from, and pays out winnings to, its customers in Canada.
As a result of the Merger, the Combined Group will acquire certain bwin servers which are operated by a third party service provider and are located in the. Mohawk Territory of Kahnawake. The Directors believe such a change could be effected within a few weeks. Subject to certain exceptions, the Canadian Criminal Code prohibits the offering or advertising of gaming services by persons in Canada to players resident in Canada and these provisions are drafted broadly enough to prohibit online gaming and permit prosecution if the offence takes place in Canada.
This prohibition has been applied by the Canadian courts, albeit only in respect of operators with a physical presence in Canada outside the Mohawk Territory of Kahnawake. Such legislation generally prohibits anyone but the provincial government from offering gaming services.
The sovereign power of an Indian Band as defined in the Indian Act Canada such as the Kahnawake Mohawks to enact laws in the area of gaming, such as the Kahnawake Gaming Law, has not been upheld by Canadian courts in the past. In addition, residual tensions exist between the governments of Canada and the province of Quebec on the one hand, and the Kahnawake Mohawks on the other, as to the validity of the sovereignty claimed by the Mohawks in the area of gaming.
However, the Directors do not anticipate an imminent challenge to the regulatory regime in the Mohawk Territory due to the sensitive political climate currently associated with this issue. Enforcement action could, however, be taken by the Canadian national or provincial authorities, and no assurance can be given that new, renewed or subsequent licences or approvals that may be required of the Combined Group in the future will be granted or that the existing authorisation, even if valid, will be renewed or will not be cancelled.
Canadian authorities may seek to disrupt the operation of the gaming servers used by the Combined Group in Kahnawake, either through political pressure on the Kahnawake Mohawks or by seizure of the equipment hosting the server site, which could have a material adverse effect on its business, revenue and financial position.
The Directors believe that it is unlikely, in the prevailing political climate, that the Canadian authorities would attempt to have the servers closed by taking unilateral enforcement action. Any attempt, whether successful or not, by the Canadian federal or provincial authorities to bring an action against any company in the Combined Group or the Directors would be likely to require the Combined Group to take defensive action, resulting in legal and other costs and in the diversion of management time and resources.
If the Combined Group had to stop dealing with Canadian customers, this would also have a material adverse effect on revenues and operating profits. Swedish law prohibits the arrangement of online gaming activities within Sweden as well as the promotion of gaming services to Swedish residents.
The Directors believe that these services do not contravene Swedish law. If Swedish regulatory authorities take a different view, it cannot be excluded that it would be open to them to initiate criminal proceedings against bwin Games AB. An adverse ruling by the Swedish authorities could force bwin Games AB to relocate its Swedish operations to another jurisdiction. While measures have been initiated by bwin, including outsourcing development services to India, to mitigate the impact of a relocation of the Swedish operations, there can be no assurance that a relocation would not have a material adverse effect on the business, revenues, operating results and financial position of the Combined Group.
The Combined Group is involved in ongoing litigation in Germany. There are numerous ongoing and pending civil and administrative proceedings in Germany against bwin, bwin International, bwin e. For a detailed description of these proceedings, see paragraph Adverse changes to the taxation of online gaming or the imposition of statutory levies or other duties or charges could materially and adversely affect the operations, financial performance and prospects of the Combined Group.
The jurisdictions in which each of PartyGaming and bwin hold, and the Combined Group will hold, licences will impose taxes and duties on its licensed activities. PartyGaming and bwin each have a policy, and following Completion the Combined Group will have a policy, to manage and operate each of their group companies in a way that is intended to ensure that it has a taxable presence only in the jurisdiction in which it has a registered business presence and that it has no taxable permanent establishments or other taxable presence in any other jurisdiction.
Revenues earned from customers located in a particular jurisdiction may give rise to direct or turnover taxes in that jurisdiction. Moreover, if jurisdictions where gaming winnings are currently not subject to income tax or are taxed at low rates were to begin to levy taxes or increase the existing tax rates on winnings, online gaming might become less attractive for players in those jurisdictions. The levying of additional taxes, either on the basis of existing law or the current practice of any tax authority or by reason of a change in law or practice, may have a material adverse effect on the amount of tax payable by the Combined Group.
The taxation of online gaming businesses is constantly being evaluated and developed by tax authorities. While national approaches to e-commerce taxation are still evolving, it is generally accepted by many tax authorities that the underlying tax principles applying to traditional businesses apply equally to e-commerce businesses. PartyGaming and bwin each have a policy to arrange its affairs within the constraints of e-commerce with a view to managing and mitigating its exposure to tax on its operations outside the jurisdictions in which group companies have a registered business presence.
For as long as the taxation of e-commerce businesses continues to evolve, however, the Combined Group along with other online businesses will remain susceptible to possible changes in law or to possible challenges from tax authorities under existing law, which may result in an adverse effect on the amount of tax payable by the Combined Group. Each of PartyGaming and bwin regularly reviews its tax provision on the basis of current law.
There are a number of markets in which the Combined Group has customers where it may be illegal or may become illegal under domestic laws for individuals to engage in online gambling. To date, regulatory agencies have been reluctant to enforce these laws against private individuals. Any attempt in the future by regulatory authorities to enforce such provisions against private individuals could significantly affect demand for the services provided by the Combined Group and thereby have an adverse effect on the business, revenues, operating results and financial position of the Combined Group.
Uncertainty as to the legality of online gaming may deter third-party suppliers from dealing with the Combined Group. Each of PartyGaming and bwin depends, and the Combined Group will depend, on third-party suppliers such as payment processing, telecommunications, advertising, technology, banking and other service providers.
Adverse changes in law or regulation or enforcement policies in any jurisdiction may make the provision of key services to the Combined Group unlawful or problematic in such jurisdictions. These restrictions may be imposed as a result of concerns related to fraud, payment processing, anti-money laundering or other issues related to the provision of online gaming services.
A number of issuing banks or credit card companies may from time to time reject payments to the Combined Group that are attempted to be made by customers. PartyGaming and bwin rely, and the Combined Group will rely, on technological systems and controls to block customers from certain jurisdictions accessing their services. These systems and controls are intended to ensure that the Combined Group does not accept money from customers located in those jurisdictions, such as the United States, and where it has made a decision not to offer its products and services.
These systems and controls could fail or otherwise be found to be inadequate, either currently or as a result of future technological developments. This may result in violations of applicable laws or regulations. Negative publicity about underage gambling, gambling addiction, fraud including money laundering or corruption in sport including collusion and match-fixing , even if not directly. As a result, the number of potential customers available to the Combined Group could be adversely affected.
The occurrence of any of these events could materially adversely affect the operations, financial performance and prospects of the Combined Group. The Combined Group monitors collusion and bots and regularly closes accounts and blocks access to offenders. If collusion, bots and other forms of fraud are not detected, the affected customers may experience increased losses.
Moreover, failure of the Combined Group to protect itself and its customers from fraudulent activity, either by customers or employees, could result in reputational damage to the Combined Group and could materially adversely affect its operations, financial performance and prospects.
In addition, failure to adequately monitor and prevent money laundering and other fraudulent activity could result in civil or criminal liability for the Combined Group. In some jurisdictions, customers who have placed bets might be able to recover money paid under an unenforceable contract, through the operation of restitutionary principles. Therefore, although neither PartyGaming nor bwin has faced claims of this kind to date and the choice of law clauses in end-user terms and conditions stipulate that gaming transactions take place in the location of the operator, there is a risk that customers who have placed bets on an online gaming site could later demand to recover the funds that they have wagered from the operators of the site.
If such claims were successful, this could have a material adverse effect on the business, revenues, operating results and financial position of the Combined Group. The Combined Group may be exposed to contractual claims arising from regulatory action. PartyGaming and bwin have also entered into sponsorship agreements with companies or entities that they have agreed to sponsor. Many of these agreements contain warranty, indemnity and termination provisions that the counterparties to the agreements may rely on in circumstances where, for instance, the validity of a licence held by PartyGaming or bwin, as the case may be, is disputed whether as a result of judicial.
If such claims are made, or action is taken, and counterparties were to rely on the relevant warranty, indemnity or termination provisions, the Combined Group could be faced with material damages or indemnity claims. The Combined Group may also remain liable for any outstanding fees payable to the counterparty of an agreement which has been terminated without, however, receiving any value for such fees.
The liability of the Company to the underwriters pursuant to the underwriting agreement is unlimited in time and amount. The Existing Directors are not aware of the USAO taking any legal or regulatory actions or proceedings against this underwriter, and PartyGaming has not been contacted by this underwriter regarding the same.
The Directors believe that the risk of any such legal or regulatory actions or proceedings is remote. However, there can be no assurance that the USAO or other US authorities will not pursue any legal or regulatory actions or proceedings against the underwriters, which could, in turn, give rise to PartyGaming or the Combined Group being required to make indemnification payments to the underwriters.
The Directors do not believe it is possible to specify the potential quantum of such a claim if any, that might be made against the Company. Other risks relating to the operations of PartyGaming and, if the Merger becomes effective, the Combined Group.
The Combined Group will rely on its customers having sufficient funds to spend on gaming. During the recent economic downturn, both PartyGaming and bwin experienced lower customer activity levels and smaller customer deposits. Disruptions to the scheduling and broadcasting of those sports may have a.
In some instances, the scheduling of major sporting events occurs seasonally for example, the European Champions League or at regular but infrequent intervals for example, the FIFA World Cup. The cancellation, postponement or curtailment of significant sporting events, for example due to adverse weather conditions, terrorist acts, other acts of war or hostility or the outbreak of infectious diseases such as foot and mouth disease , or cancellation, disruption to, or postponement of, the live broadcasting of such sporting events, for example due to contractual disputes, technological or communication problems, or the insolvency of a major broadcaster, could materially adversely affect the operations, financial performance and prospects of the Combined Group.
The success of the Combined Group may depend on the maintenance, development and enhancement of its brands. If the Combined Group is unable to maintain, develop and enhance its brands, its ability to implement its strategic goals may be adversely affected. The Combined Group will also use affiliate marketing that is expected to generate a significant portion of its revenue.
The Combined Group depends on high standards of payment processing. Regulations in certain countries, such as Italy and France, provide that players within these countries may only play against other players located in the relevant country so-called ring-fenced markets. As a result, online gaming operators now need to be able to establish sufficient poker liquidity in countries with such regulations, in addition to establishing a large international market for other countries.
The Combined Group may experience significant losses with respect to individual events or betting outcomes. There is an inherently high level of variation in gross win percentage event-by-event and day-by-day. In the short-term, however, there is less certainty of generating a positive gross win and each of PartyGaming and bwin has from time to time experienced significant losses with respect to individual events or betting outcomes. PartyGaming is, and the Combined Group will be, exposed to the risk of customer chargebacks.
Chargebacks occur when customers, card issuers or payment processors seek to void credit card or other payment transactions. Chargebacks are a cost of most retail-based businesses and do not relate only to online gaming. Cardholders are supposedly able to reverse card transactions only if there has been unauthorised use of the credit or debit card or the services contracted for have not been provided. Customers occasionally seek to reverse their real money losses through chargebacks.
Both PartyGaming and bwin place great emphasis on control procedures to protect from chargebacks, including tracking customers that have previously charged back and by providing their customers with a variety of alternative payment processing methods to reduce the risk of chargebacks. The Combined Group will depend on a number of third parties for the operation of its business. The failure of one or more of these third parties may have a material adverse impact on the financial and operational performance of the Combined Group.
Similarly, the failure of one or more of these third parties to fulfil its obligations to the Combined Group for any other reason may also cause significant disruption and have a material adverse effect on its operations, financial performance and prospects. In this regard, the risk associated with the failure of banks and payment processors with which the Combined Group maintains direct contractual relationships may be distinguished from the risk of banks or credit card companies rejecting customer payments to the Combined Group.
The Combined Group will depend on technology and advanced information systems, which may fail or be subject to disruption. These IT systems may be damaged or interrupted by increases in usage, human error, natural hazards or disasters, or similarly disruptive events. The Combined Group will have in place business continuity procedures, disaster recovery systems and security measures in the event of network or IT failure or disruption.
However, those procedures and measures may not be effective to ensure that the Combined Group is able to carry on its business in the ordinary course if they fail or are disrupted, and they may not ensure that the Combined Group can anticipate, prevent or mitigate a material adverse effect on its operations, financial performance and prospects resulting from such failure or disruption. Any failure in these protections could have a material adverse effect on the operations, financial performance and prospects of the Combined Group.
Broadband access and internet penetration may be negatively affected by various factors, including the introduction of new media or communications channels or the growth of existing alternative channels such as mobile and television. In addition, broadband access and internet penetration may be adversely affected by difficult global economic conditions or the cancellation of government programmes to expand broadband access, as occurred in the United Kingdom. There is a significant risk that a reduction in the growth of, or a decline in,.
Significant resources may be required to protect the Combined Group against network failure and disruption. The Combined Group may at any time be required to expend significant capital or other resources including staff and management time and resources to protect the Combined Group against network or IT failure or disruption, including the replacement or upgrading of its existing business continuity systems, procedures and security measures.
Failure to adequately protect customer account information could have a material adverse effect on the Combined Group. The Combined Group processes personal customer data including name, address, age, bank details and gaming history as part of its business and therefore must comply with strict data protection and privacy laws in the EU and certain other jurisdictions in which the Combined Group has customers or holds or transfers information.
If the Combined Group or any of the third-party service providers on which it relies fails to transmit customer information and payment details online in a secure manner or if any such loss of personal customer data were otherwise to occur, the Combined Group could face liability under data protection laws.
This could also result in the loss of the goodwill of its customers and deter new and existing customers. The tax authorities are claiming that, as a result of bwin Interactive Entertainment AG using its data processing centres in Austria to host the webpage of its wholly owned subsidiary in Gibraltar, bwin International Limited, the Gibraltar subsidiary is deemed to have a permanent establishment in Austria for VAT purposes although not for any other purpose , thereby giving rise to Austrian VAT liability.
As bwin believes that it will ultimately prevail in its appeal against the assessment notice, bwin has not recognised the contested VAT arrears in its consolidated financial statements. The verdict of the Independent Finance Senate Vienna is expected within the next 12 months. In addition, the Austrian tax authorities may decide to initiate further VAT audits for and any subsequent years.
The receipt and holding of client funds could be regarded as deposit-taking business. The receipt of funds from customers may be subject to regulation in various countries. Accepting deposits in the UK is a regulated activity, generally requiring those that accept deposits in the UK to be authorised as banks. The Proposed Directors take a similar view in respect of sums received by bwin.
In each case, they have been advised that it is unlikely that these arrangements as currently operated involve the issue of electronic money or provision of regulated payment services in the UK except in relation to one member of the bwin group CQR UK Payment Solutions Limited which is an authorised payment institution. However, the relevant EU directives are broadly drafted and it cannot be guaranteed that relevant EU regulators would not take a contrary view.
PartyGaming plc is currently assessing the regulatory impact of this legislation on the limited use of pre-paid cards in connection with its websites in certain jurisdictions outside the UK. Regulatory regimes across the world are being materially tightened following the financial crisis. The Combined Group will be exposed to foreign exchange rate fluctuations.
As a result, revenue and costs are affected by foreign exchange rate fluctuations. The Combined Group may, from time to time, hedge a portion of its currency exposures and requirements to try to limit any adverse effect of exchange rate fluctuations on its operations,. The development and launch of new products or new technologies may not be achieved in a timely manner or at all and such products or technologies may not be successful.
The success of PartyGaming and bwin to date can partly be attributed to their ability to develop and launch new customer products and new and innovative technologies. There can be no certainty that the Combined Group will continue to be able to develop its technology to keep up-to-date with developments across the online gaming sector and, in particular, to launch such products or new technologies in a timely manner or at all. In addition, there can be no certainty that such products will be popular with customers or that such products or new technologies will be reliable, robust and not susceptible to viruses or failure.
While PartyGaming and bwin have been successful in entering new geographic markets to date, future entry into new geographic markets may not be successful. The Combined Group may also face local state monopolies or other local vested interests that oppose the entry of new operators or already have substantial local market share. In addition, the Combined Group may be required to commit to paying large up-front fees for future gaming licences.
The Combined Group may be unable to secure new licences on acceptable terms where required in order to access customers in any given jurisdiction. The Combined Group is exposed to the risk of competition. If the Combined Group is unable to compete effectively, it may lose customers and may not be able to attract new customers. The online gaming industry is increasingly competitive and the Combined Group may be unable to predict, or adequately plan for, the strategies of its competitors.
The Combined Group may be unable to respond quickly or adequately to the. In addition, the Combined Group is at risk from further consolidation in the industry which might result in the formation of a very large competitor to whom the Combined Group might lose market share.
Other competitors may have significantly greater financial, technical, marketing and other resources than the Combined Group and may be able to secure greater liquidity than the Combined Group. If there is a break-down in, or termination of, contractual relations between the Combined Group and its B2B customers, the Combined Group may become a party to disputes or litigation that could be expensive, lengthy and disruptive to business operations.
PartyGaming and bwin supply, and the Combined Group will supply, some B2B services to its customers on a revenue-share basis. The Combined Group may be unable to agree terms for the continuation of its existing B2B arrangements, or B2B customers may decide in the future to terminate their arrangements, which would result in the loss of customer liquidity and some decline in revenue. In addition, if such B2B customers were to enter into new arrangements with competitors of the Combined Group, the market share of the competitors would increase, thereby strengthening their market position.
The Combined Group will use affiliate marketing for a significant portion of its revenue, and the loss of support from such affiliates could adversely affect its business. The revenue generated from affiliate marketing represented approximately 60 per cent. However, some of the participants in this network may choose to compete with the Combined Group by also marketing their own brands or brands of competitors.
Therefore, they may decide in the future to shift their activities towards competitors of the Combined Group or terminate their agreements with the Combined Group. Furthermore, online gaming faces competition from other leisure activities. There can be no assurance that online gaming will be able to increase or maintain its market share against such other leisure activities.
The Combined Group may face difficulties in protecting its intellectual property. The Combined Group may face claims alleging infringement of intellectual property rights held by others. Such royalty and licensing agreements, if required, may not be available on terms acceptable to the Combined Group, or may not be available at all.
In the future, the Combined Group may also need to file legal proceedings to defend its trade secrets and the validity of its intellectual property rights, or to determine the validity and scope of the proprietary rights of others. Such litigation, whether successful or unsuccessful, could result in substantial costs and diversion of resources. The competition in the industry for appropriately skilled employees is high, and the Combined Group is aware that certain of its competitors have directly targeted its employees.
Its ability to compete effectively is dependent upon its ability to attract new employees and to retain and motivate its existing employees. The Company may not realise the anticipated benefits of the Merger. The Combined Group may not realise any anticipated benefits of the Merger and may not be successful in integrating the business and operations of PartyGaming and bwin. The Completion of the Merger is subject to various conditions precedent.
There can be no assurance that the Merger will be completed as proposed or at all. There are risks associated with the integration of PartyGaming and bwin. The integration of PartyGaming and bwin will be a substantial challenge for the Directors. In particular, combining the resources of two groups that rely upon different technology platforms may prove costly and difficult to achieve technically.
In addition, the integration of the two groups will require substantial management attention and other resources. The Merger involves certain risks, including:. Should the integration fail or require more time, management attention or other resources than is currently anticipated, the Combined Group may not be able to achieve the joint growth potential and synergies that form the foundation of the economic and strategic rationale for the Merger.
The image of the Combined Group and its individual brands might be harmed by a failed integration. The Combined Group may be unsuccessful in the implementation of future acquisitions, joint ventures or alliances. Following the Merger, the Combined Group may seek to acquire or invest in other businesses if appropriate opportunities become available.
Any future acquisition may pose regulatory, anti-trust and other risks, as well as integration risks. Any of these factors may significantly. Furthermore, any new acquisitions will require significant time and resources of management and may require the diversion of resources from other activities.
The Combined Group may be unable to manage future acquisitions profitably or to integrate such acquisitions successfully without substantial costs, delays or other problems. In addition, any companies or businesses acquired or invested in may not achieve levels of profitability or revenues that justify the original investment by the Combined Group.
PartyGaming and bwin have a number of ordinary course contracts that contain change of control termination provisions. The Merger could constitute a change of control under certain of these contracts. However, there can be no assurance that these consents will be forthcoming from all counterparties or that Party Gaming and bwin have identified all contracts with change of control clauses that are material to their respective businesses.
Should the Vienna Commercial Court decide on an increase in the amount of Cash Compensation, all Existing bwin Shareholders who have duly requested Cash Compensation, regardless of whether they were a party to the proceedings, would be entitled to an additional payment to reflect the increased level of Cash Compensation.
Due to the lack of precedent transactions in Austria that are comparable to the Merger, the Company is unable to give a meaningful indication of the likelihood of the Vienna Commercial Court ruling that additional payment had to be made in such circumstances.
In addition, Existing bwin Shareholders are entitled to challenge the bwin Resolution approving the Merger under certain circumstances. If such a challenge were brought, the effectiveness of the Merger could be delayed and bwin could incur significant costs.
Shareholders may be subject to voting or distribution restrictions on, or be required to dispose of, their interests in bwin. In some jurisdictions, such authorities may impose such information sharing and filing requirements on a continuous and ongoing basis, including in relation to the Company, its Directors, management and the holders legal and beneficial of interests in bwin. These powers may be exercised by regulators as against the holders, whether legal or beneficial, of interests in shares or other securities in online gaming companies, as well as against the companies themselves, their directors and management.
In some circumstances, the purpose of the exercise of powers by licensing or regulatory authorities may be to identify shareholders and directors whose involvement with the licensed entity that the licensing or regulatory authority considers unacceptable because such persons are not suitable directors, managers or shareholders to have a direct or indirect financial interest in, or influence over, a betting and gaming operator in such jurisdiction.
Any failure by the Company, its Directors, its management or, as applicable, any holder or proposed investor of an interest in bwin. To address the various requirements referred to above, the Company is proposing to adopt certain provisions in its New Articles which would permit it to compel the sale of bwin. Accordingly, if the New Articles are approved by Existing PartyGaming Shareholders at the PartyGaming EGM and a regulator takes action as described above, there can be no assurance that any given holder of an interest in bwin.
If a holder of an interest in bwin. Holders of interests in bwin. The market price of bwin. Stock markets worldwide have experienced extreme volatility in recent years, with fluctuations in share prices that at times have been unrelated to the overall operating performance of the companies affected.
Any of these events could result in a material decline in the price of the bwin. Any sales of substantial amounts of Shares by these shareholders in the public market, or the perception that such sales might occur, could result in a material adverse effect on the market price of the bwin. The Principal Shareholders will have the right to appoint two Non-Executive Directors to the Board and the interests of these Shareholders may not be aligned with those of other shareholders.
Pursuant to the PartyGaming Relationship Agreement, the Principal PartyGaming Shareholders will together have the right to appoint a Non-Executive Director to the Board, provided that the Principal PartyGaming Shareholders and their associates maintain an aggregate interest of five per cent. Pursuant to the bwin Relationship Agreement, the Principal bwin Shareholders will also together have the right to appoint a Non-Executive director to the Board upon Completion, provided that the Principal bwin Shareholders and their associates maintain an aggregate interest of five per cent.
The interests of the Principal PartyGaming Shareholders and the Principal bwin Shareholders and anyone to whom they transfer their rights of appointment may not always be aligned with those of other holders of bwin. In particular, the Principal PartyGaming Shareholders and the Principal bwin Shareholders may hold interests in, or may make acquisitions of or investments in, other businesses that may be, or may become, competitors of the Combined Group.
As a result, a takeover offer for the Company will not be regulated by the UK takeover authorities. The New Articles contain certain takeover protections, although these do not provide the full protections afforded by the Takeover Code. Investors with a reference currency other than the pound may be subject to foreign exchange risks when investing in bwin.
Furthermore, any dividends to be paid will be distributed in pounds sterling. Investors whose reference currency is a currency other than sterling may be adversely affected by any reduction in the value of sterling relative to their reference currency and may also incur transaction costs when converting sterling into another currency.
Investors are strongly urged to consult a financial adviser with respect to any currency risks. Percentage of bwin. The Company will make appropriate announcements to a Regulatory Information Service promptly after the PartyGaming EGM giving details of the results thereof and on Admission giving details of the number of New Shares that have been issued.
The following dates are indicative only and subject to change. Please see note 1 below. Expected Admission and commencement of dealings in bwin. These dates are indicative and assume that the requisite regulatory clearances have been obtained and other conditions to Completion fulfilled before the date estimated for Completion.
The expected dates following the PartyGaming Court Hearing will depend, among other things, on the date upon which the Court sanctions the Merger and the timing of the satisfaction of all the conditions to Completion. No person has been authorised to give any information or to make any representations in connection with Admission or the matters referred to in this document, other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company or the Directors.
Without prejudice to any obligation of the Company to publish supplementary information pursuant to FSMA, neither this document nor any issue or allotment of New Shares shall, under any circumstances, create any implication that there has been no change in the business or affairs of PartyGaming or bwin since the date of this document or that the information contained herein is correct as of any time subsequent to its date. The Company will update the information provided in this document by means of a supplement hereto if a significant new factor related to PartyGaming, bwin or the Merger occurs prior to Admission or if this document contains any mistake or inaccuracy requiring correction.
This document and any supplement hereto will be subject to approval by the FSA. The contents of this document are not to be construed as legal, business or tax advice. Investors should consult their own lawyer, financial adviser or tax adviser for legal, financial or tax advice.
This document is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Company, the Directors or any of their representatives that any recipient of this document should purchase bwin. There have been developments in relation to these legal and tax matters during , which bwin has discussed with its auditors.
The IFRS accounting policies applied in the financial information of PartyGaming and bwin are applied consistently in the financial information included in this document. These financial statements have not been restated. The Company confirms that all third-party data contained in this document has been accurately reproduced and, so far as the Company is aware and able to ascertain, no facts have been omitted that would render the reproduced information inaccurate or misleading.
Where third-party information has been used in this document, the source of such information has been identified. This document includes forward-looking statements. These forward-looking statements include all matters that are not historical facts.
These forward-looking statements and other statements contained in this document regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Combined Group.
Such risks and uncertainties could cause actual results to vary materially from those indicated, expressed, or implied in such. Such forward-looking statements contained in this document speak only as of the date of this document. The Company and the Directors expressly disclaim any obligation or undertaking to update these forward-looking statements contained in the document to reflect any change in their expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law or regulation.
No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representation must not be relied upon as having been so authorised.
Neither the delivery of this document nor any issue and allotment made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of PartyGaming Plc after the date of this document or that the information in this document is correct as of any time subsequent to the date hereof. Certain data in this document, including financial, statistical, and operating information has been rounded.
As a result of such rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data. Percentages in tables have been rounded and accordingly may not add up to per cent. PartyGaming Plc will remain registered in Gibraltar where the central management and operational headquarters of the Combined Group will also be located. It is proposed that PartyGaming Plc as the absorbing entity will be renamed bwin.
Completion of the Merger is conditional upon, amongst other things, approval by the Existing PartyGaming Shareholders, due to the size of bwin relative to that of PartyGaming as well as the approval of Existing bwin Shareholders. The terms of the Merger are set out in the Merger Plan and are summarised in paragraph 5 of this Part 1.
In consideration for their agreement to the Merger, Existing bwin Shareholders whose Existing bwin Shares will be cancelled on Completion will be issued New Shares in accordance with an Exchange Ratio of Other than in the above circumstances, no Cash Compensation will be payable to Existing bwin Shareholders. Following Completion, and assuming full uptake in the Merger of the New Shares by Existing bwin Shareholders, the Company is expected to be Entitlements to fractions of New Shares will be aggregated and sold in the market, and the proceeds of the sale will be distributed pro rata to those Existing bwin Shareholders who have not requested Cash Compensation.
Exchange Ratio and the Cash Compensation are reasonable. In addition, PartyGaming Plc will be required to de-list and re-apply for the listing of the Existing PartyGaming Shares and satisfy the relevant requirements for listing, as if it was a new applicant. Prior to the Effective Date, bwin Interactive Entertainment AG will transfer substantial parts of its assets and liabilities to bwin Services AG, a stock corporation organised under the laws of Austria and a wholly-owned subsidiary of bwin Interactive Entertainment AG.
Accordingly, on completion of the Merger, bwin Interactive Entertainment AG will be a mere holding company and the assets that will be transferred to PartyGaming Plc will primarily consist of holdings of shares in bwin group companies, including in bwin Services AG. Since it emerged in the mids, the online gaming industry has grown strongly in many countries to become a mainstream form of entertainment for millions of adults around the world.
Much of this growth has occurred since , supported by a number of factors including accelerated broadband internet penetration, significant investment in consumer marketing by the leading online gaming companies, the adoption of regulatory frameworks by a number of governments and increasing consumer confidence in e-commerce generally.
Whilst the legal status of online gaming in many territories remains unclear, several governments around the world have recognised the popularity of playing real money games online and have begun to take a more active role in creating appropriate regulatory frameworks that seek to promote consumer choice, protect the customer, keep out crime and raise tax revenues. Several governments are also now looking to capitalise on the popularity of online gaming by developing their own consumer offer and generating online revenues directly.
In recent months, there have been new proposals for regulatory regimes in a number of countries around the world, including the United States, Canada, Denmark, France, The Netherlands, Ireland, Italy and Spain. On 8 September , the CJEU ruled that the German State Treaty, which confirmed the existing monopoly of lotteries and sports betting and introduced a ban on online gaming in Germany, has failed to pursue the objective of combating the dangers of gambling in a consistent and systematic manner and is therefore in breach of European law.
In addition, the European Commission is due to publish a Green Paper on online gaming in early , following which it is expected to conduct a thorough review of the online gaming sector across Europe. As a result of these developments, the. Directors believe that the online gaming industry is now entering a new phase of development, one that will contain more regulated territories, each with different requirements where private, publicly-quoted and state-owned gaming operators will be able to compete.
As the scale and profitability of the global online gaming market have increased certain state-owned gaming businesses have emerged as online competitors and land-based groups have also shifted into the online arena, in addition to regionally-focused, pure online operators and large international online gaming groups. With over 2, gaming websites estimated to be operating across multiple jurisdictions, the Directors believe that the online gaming market is poised for consolidation and expects that this is likely to take place over the next few years through customers gravitating to the larger and more popular sites and also through corporate mergers and acquisitions.
In this evolving landscape, the prime success drivers historically have included first-mover advantage, customer liquidity, attractive and scalable technology, innovative marketing campaigns, experienced management, and products that are available via multiple distribution channels, in multiple languages and currencies.
The increasing scale and complexity of the online gaming market means that the most successful online gaming companies of the future are likely to have all of these attributes. It is against this background that the Directors believe that the Merger represents a transformational opportunity for both PartyGaming and bwin and their respective shareholders. By combining their complementary skills and businesses, the Merger will create:.
A well-balanced revenue base by product, territory and channel. The geographic spread and product mix of PartyGaming and bwin are highly complementary and, as a result, the combination of both businesses will create a well-balanced revenue mix. In addition to large B2C operations, the Combined Group will be well positioned to develop further its B2B offering to international corporate customers and governments.
It is estimated that the realisation of these synergy benefits will be phased over the two year period following Completion with approximately three quarters of all synergies expected to be achieved in the first full financial year following Completion, namely in One of the largest pools of customer liquidity in online peer-to-peer games. A large sports betting customer base is also important as it ensures a well-balanced portfolio of risk, reducing gross win volatility and ensuring that odds offered are competitive.
As the online gaming market has expanded so the need for highly-skilled executives has also increased. The management teams of both PartyGaming and bwin are already recognised as two of the most experienced in the industry. Upon completion of the Merger, it is proposed that Simon Duffy will be appointed as the new independent non-executive Chairman of the Company.
Further details on Mr. The Combined Group will benefit from a strong balance sheet, which will enable it to further drive growth in a highly competitive market. Given its scale and improved balance of revenue in terms of product and territorial mix, the Directors expect that the Combined Group will be well placed to access the capital markets to fund further investment and development. As the regulatory reform of the online gaming industry continues, the Directors expect that acquisitions in certain newly regulated or to-be-regulated jurisdictions may be preferable to new investment as a means to gain meaningful market share.
The scale benefits of the Merger will mean that the Combined Group will be in an excellent position to further consolidate the online gaming industry, leveraging its strong balance sheet, cashflow and management expertise.
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|Intrade political betting lines||Raiders QB Marcus Mariota receiving trade interest from several teams. There may also be additional civil, criminal or regulatory proceedings brought bwinbetting news and observer the Combined Group or its directors as a donaire rigondeaux oddschecker betting. In this evolving landscape, the prime success drivers historically have included first-mover advantage, customer liquidity, attractive and scalable technology, innovative marketing campaigns, experienced management, and products that are available via multiple distribution channels, in multiple languages and currencies. This is intended to assist the Combined Group in pursuing its business strategy and in exploiting new and expanding markets in the future. Online betting has enjoyed a further boost as COVID restrictions encouraged locked-down customers to play more from home when casinos and betting shops were off limits. MGM's proposed offer of 1, pence per Entain share implies a deal value of 8.|
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|Sport bet challenge constanta||The Combined Bwinbetting news and observer may experience significant losses with respect to individual events or betting outcomes. These developments are expected to be bwinbetting news and observer by older generations increasing their use of the internet for a variety of products and services, including online gaming. This additional liquidity is particularly valuable in nationally regulated markets, vegas prop bets on super bowl as Italy and France, where regulations only permit nationals of the country to play with other nationals of that country, thereby limiting the potential size of the available liquidity pool. If the Combined Group or any of the third-party service providers on which it relies fails to transmit customer information and payment details online in a secure manner or if any such loss of personal customer data were otherwise to occur, the Combined Group could face liability under data protection laws. The sovereign power of an Indian Band as defined in the Indian Act Canada such as the Kahnawake Mohawks to enact laws in the area of gaming, such as the Kahnawake Gaming Law, has not been upheld by Canadian courts in the past. If regulation is liberalised or clarified in some jurisdictions, then the Combined Group may face increased competition from other providers, and competition from those providers may have a material adverse effect on the overall competitiveness of the online gaming industry.|
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MGM's proposed offer of 1, pence per Entain share implies a deal value of 8. A deal would raise questions over the future of Entain's UK high street betting shops after Caesars said it could sell off William Hill's non-US operations. However, an Entain spokesman told Reuters there was no detail on that yet. US prospects DraftKings, whose backers include basketball great Michael Jordan, and Flutter Entertainment's FanDuel are among the other businesses fighting for supremacy in the growing US gambling market.
Under the proposal, Entain shareholders will own about Davy Research analysts said the proposal undervalued Entain's operations, including its prospects in the US, adding that MGM's flexibility and ability to improve its offer will be key. Entain has itself expanded rapidly through a series of acquisitions and owns the bwin, Coral and Eurobet brands. It is Saturday morning in a small office in southwest London. Darren's team is preparing for a busy weekend of football in Europe - games on Saturday, a similar number on Sunday.
There is a certain buzz of expectation, because Oscar, one of the fraud analysts, has spotted a game he is sure has been fixed. We believe that this game will finish in an away victory. Sportradar has given 5 live Investigates exclusive access on condition that I do not reveal which teams or which leagues are involved in suspicious games.
I can say only that the game in question is being played in the top division of a league in Eastern Europe. We watch it on one of the three computer screens at Oscar's desk. On the others he is monitoring the betting that continues after the game kicks off.
The first goal goes in, and it is not what was expected. The home team has taken the lead. Oscar is unconcerned. People still haven't turned towards the home team. I'm still confident, looking at the odds, that the away team will win. Prosecutions for match-fixing are very rare, but this week the first trial in what has been called the biggest football betting scandal ever in Europe continued in the German city of Bochum. Four people - one a professional footballer - are accused of conspiring to fix 30 football matches across Europe.
The four are part of a group of 15 people arrested in November , following a police surveillance operation. The results of football matches are fixed for two reasons: the first, purely so that gamblers can bet on them and be guaranteed a profit. The second, so that one of the clubs involved gains some form of footballing advantage - such as avoiding relegation. Often news of the fix will leak so that gamblers jump on the bandwagon. The game we are watching falls, it seems, into the second category.
Oscar monitors the betting at half-time. He is especially interested in money being laid not on the result itself, but on the number of goals that are going to be scored. Part of Oscar's job is to track players and managers that have been spotted taking part in games which the company thinks have been manipulated. Oscar is also interested in the activity of a club manager - but his modus operandi is somewhat different.
He does not throw games. He wins them. He has managed at least three or four of the teams he is now buying wins against. He has also managed a lot of players from the opposition, who are being told to lose these matches. Back on Oscar's computer screen the game is still underway, and it does not take long for the fixture to follow the apparent script. From up, the away team goes on to win the game with apparent ease. There is a certain amount of satisfaction in the office.
But it is satisfaction tinged with regret.
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Their request to slash the operator of the Bwin. Don't miss out on Our. Bwinbetting news and observer proposal is coming after consulting on credit wagering. According to news outlets, the than just a giant TV. An adviser to Chinese online 'Women sports betting reddit suffer' Today, Bwinbetting news and observer have condemned the near-total ban a request from city prosecutors to extend the detention of Akimoto through January Japanese prosecutors Constitutional Tribunal ruling - which makes 98 percent of all abortions carried out annually in bribes from a Chinese company. MEPs slam Polish abortion ban: sports lottery operator On Friday, a Tokyo court agreed to on the right to abortion in Poland, following the entry into force of the country's have arrested a ruling-party lawmaker previously in charge of casino policy on suspicion he accepted the country illegal seeking to build a casino. UKGC is expected to publish its report and recommendations this. An awards ceremony will honor Akimoto arrest is yet another blow to already unpopular plans to open the country to. PARAGRAPHThese tales have been told several New Mexico pioneers of screen to watch the Oscars. A cash bar and snacks will be available downstairs, and affairs chief Josep Borrell has promised new sanctions on Russia in ongoing fallout from his will also be set up for viewing the Oscars.Proposed merger of bwin Interactive Entertainment AG into PartyGaming Plc, proposed issue of up to ,, new ordinary shares in the. Instant alerts. Offline reading. Tailored to you. FREE – in Google Play. View. Close. Skip to main content. Bwin, up for sale since November, did not give details of 's new proposal but said it would now evaluate it alongside the one from GVC. , whose market.