Empire Online Limited Agrees To Aquire Club Dice

Empire Online Limited today announces that it has agreed to acquire the business and certain assets of Club Dice and the customer database, subject to due diligence, and unconditionally purchase the intellectual property and brand of Noble Poker. Both Club Dice and Noble Poker utilise Playtech Limited software under license.

The total consideration for the two platforms is expected to be approximately US$40 million in cash.

Established in 2001, Club Dice comprises three casino brands and one bingo brand:

Club Dice Casino

MonacoGold Casino

Carnival Casino

YouBingo

It is understood that Club Dice database currently comprises over 70,000 registered real money customers. The acquisition comprises, inter alia, the player database, certain intellectual property, and a license to operate Playtech Limited software across the four platforms.

Club Dice has seen substantial recent growth in revenues and profits. The consideration is to be based on an agreed formula and the acquisition is subject to a three month due diligence exercise being undertaken by Empire Online. The Company believes that the net income multiple paid for the acquisition (if it were to take place) would represent a significant discount to Empire Online's current price to earnings (PER) ratio.

In addition, Empire Online has entered into an agreement to acquire, inter alia, the player database, brand and intellectual property of Noble Poker, the largest poker operator on Playtech Limited's iPoker network. Empire Online will operate the marketing of Noble Poker.

The Company expects the total aggregate consideration for the casino, bingo and poker assets to be approximately $40 million in cash, which will be satisfied from existing bank balances. The acquisition price of the database and related intellectual property does not form a material part of the total expected consideration for the Club Dice acquisition.

The Board believes that the acquisition by Empire Online of Club Dice (if it were to take place) and the Noble Poker database should enhance Empire Online's product offering and achieve a stated strategic objective of diversifying the company's technology providers.

The Board anticipates that the re-launch of Noble Poker, along with the investment in Empire Online's backgammon platform, 65.com, will incur costs in the short term, but expect the Company's new platforms, in aggregate, to be earnings enhancing within twelve months.

Commenting on the acquisitions, Noam Lanir, Chief Executive of Empire Online, said:

"We are delighted to have secured a deal to acquire these platforms, who operate some of the most highly regarded casinosoftware in the industry. In Club Dice and Noble Poker we have bought running businesses which achieve a strategic objective of diversifying our base of technology providers."