Acquisition

Empire Online Limited
01 August 2005


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO UNITED STATES, 
CANADA, JAPAN, AUSTRALIA AND IRELAND


1 August 2005
Empire Online Limited

                                    Acquisition of Club Dice,
                             Noble Poker database and other assets


Summary

Empire Online Limited ('Empire Online' or 'the Company') 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 and
•         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.

•         Give the Company greater control of its casino product offering through ownership of a gaming license.

•         Maximise Empire Online's growth potential.

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 casino
software 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.'




Enquiries:

Empire Online Limited                                        [phone]
Noam Lanir, Chief Executive officer
Yossef Pereg, Chief Financial officer
Andrew Burnett

Numis Securities                                             [phone]
James Black

Citigate Dewe Rogerson                                       [phone]
Simon Rigby
Sarah Gestetner
Ged Brumby


The information contained herein is not for publication or distribution to persons in the United States of America. The 
securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended, and
may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom.




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