BEIJING, China -- (PRESS RELEASE) -- PacificNet, Inc.
(Nasdaq: PACT), a leading provider of gaming technology, Customer
Relationship Management (CRM) and e-commerce in China, announced today that
it has completed the acquisition of 100% ownership of Octavian
International Limited ("Octavian"), a worldwide supplier of gaming
technology, solutions and systems.
Following the signing of a definitive agreement with Octavian on
December 7, 2007, due diligence was successfully completed within four
weeks and the acquisition was consummated on January 15, 2008.
As part of the closing, PacificNet issued 2,330,000 restricted shares
of PACT representing approximately 19.5% of PacificNet's outstanding
shares, which will be held in an escrow account and will be released in
accordance to the payment and earn-out schedule in the Acquisition
Agreement. According to Octavian's financial reports as audited by Grant
Thornton UK LLP under UK GAAP, Octavian had revenue of approximately $64.6
million, gross profit of approximately $18.4 million, EBITDA of
approximately $6.2 million USD, and pre-tax profit of approximately $5.5
million, for the fiscal year ending Dec 31, 2006. This acquisition is
expected to increase PacificNet's overall gaming revenues and profits. The
combined company will focus on the high-margin gaming technology business
with a global presence and anticipates combined 2008 projected annual
revenue of $116 million, Gross Profit of $38 million and EBITDA of $13
million subject to securing additional funding or equipment financing. As
of January 15, Octavian had already secured 33% of its projected orders for
2008 (representing 19% of combined Octavian and PacificNet revenues for the
year). Furthermore, Octavian's projected figures for 2008 are currently
based only on sales revenue from its existing markets in Europe, CIS and
Latin America. Octavian's projections for 2008 do not take into account
sales of its existing games and systems into new markets, such as the Asia-
Pacific region.
Due to the traditional slow season in the first quarter of the year,
the combined company expects that it may incur a one-time non-recurring
loss in Q1 2008, after taking into account of certain one-time
non-recurring post-merger write-offs, and merger and acquisition expenses.
During 2007 Octavian invested in certification of its products, including
GLI certification by Gaming Laboratories International, which now enables
Octavian systems and games to be sold in regulated gaming markets
worldwide. Octavian expects GLI approval to significantly boost revenues in
the medium and long term.
Octavian will continue operating under its current name as a
wholly-owned subsidiary of PacificNet and will continue to pursue its
global growth strategy as a leading provider of gaming technology. Harmen
Brenninkmeijer will become an Executive Director of PacificNet and a member
of the board of directors, and continue to serve as CEO of the Octavian
subsidiary within PacificNet's gaming division. Furthermore, upon
completion of the earn-out provisions and profit targets as defined in the
acquisition agreement, Harmen Brenninkmeijer would become President of
PacificNet's Global Gaming Division. Sterne Agee has been appointed as the
financial advisor for Octavian for this transaction.
Octavian, which maintains
worldwide headquarters in Guildford, United Kingdom, develops and markets
innovative games and systems and sells its gaming solutions in over 30
countries including Russia, Italy, Germany, Ukraine, Colombia, Bolivia,
Mexico, Argentina and South Africa. It also distributes gaming machines and
equipment from many of the world's leading gaming brands through its
OctaSupplies division. The company's own games and systems include the
DreamGames portfolio of casino video slot games, AWP games,
downloadable/VLT games and systems for gaming and lottery operations, and
ACP (Accounting, Control, Progressives) slot management systems. Octavian
is one of the largest independent suppliers of back-end systems to casinos.
PacificNet is a leading provider of gaming and mobile game technology,
e- commerce, and Customer Relationship Management (CRM) solutions in China.
Its gaming clients include leading hotels, casinos, and gaming operators in
Macau, Asia and Europe. PacificNet's products include multi-player
electronic table games, roulette machines, Server-Based Games (SBG) with
multiple client betting stations, slot and bingo machines, Video Lottery
Terminals (VLTs), Amusement With Prizes (AWP) machines, gaming cabinet and
client/server system designs, online i-gaming software design and
multimedia entertainment kiosks. Through its China subsidiary, PacificNet
is also a legally licensed provider and sales agent for the legalized
welfare lottery gaming in the Peoples Republic of China. PacificNet
currently sells its gaming products and solutions in dozens of countries
worldwide with a strong focus on Asia.
Commenting on the deal, Tony Tong, CEO of PacificNet, said: "We are
delighted that this acquisition has been completed so smoothly. Great
synergy exists between PacificNet and Octavian and we are confident that we
can harness this to help us garner long-term, high-margin, recurring
revenue contracts in emerging gaming markets worldwide. We expect the
synergistic effect of combining Octavian's strong global brand name and
worldwide gaming distribution expertise with PacificNet's low-cost
development resources in China and local Asian gaming expertise to be
considerable."
Harmen Brenninkmeijer, CEO of Octavian, added: "We have developed a
strong systems-led product portfolio, a clear global growth strategy and
effective distribution channels into the casino, AWP and lottery markets.
This provides an extremely good and complementary fit with PacificNet's
strategic focus, its expertise in the mobile sector and internet-based
gaming, and its ambitions in the gaming world in general. We are very
excited by the prospect of operating as an independent subsidiary of
PacificNet and playing a leading role in the growth of PacificNet's gaming
business. As part of PacificNet, we believe that Octavian is extremely well
placed for strong growth in existing and new markets. In addition, Octavian
adds market-leading technology, software and experience in the
rapidly-expanding lottery market to the PacificNet portfolio."
"We are delighted to welcome Octavian to the PacificNet roster of
subsidiary companies," added Victor Tong, President of PacificNet. "Working
with Octavian will allow PacificNet to accelerate its gaming expansion and
sharpen its focus in the high margin gaming technology business, where we
see huge potential for growth."
PacificNet's President Victor Tong and Octavian's CEO Harmen
Brenninkmeijer will jointly present the company's combined global gaming
strategy and financial outlooks at the 10th Annual ICR XChange Investor
Conference January 16, 2008 at 1:00 P.M. Pacific Time at the St. Regis
Monarch Beach Resort in Dana Point, California.