UPDATE 3-Bwin seeks fresh faces for board after investor pressure

Fri May 16, 2014 11:46am EDT

* Bwin.Party proposes to replace third of board

* Activist Ader curbs demands, still seeks two board places

* Critic says company has squandered benefits of 2010 merger (Adds further comment from bwin in paragraphs 10-11)

By Keith Weir

LONDON, May 16 (Reuters) - Bwin.Party said it plans to hire three new directors to reshape its board after an American activist investor demanded changes in how the online gambling company is run.

The investor, Jason Ader, says Bwin.Party has been badly managed since it was formed by a merger in 2010. His SpringOwl vehicle had put forward four board nominees at the company's annual shareholder meeting next Thursday.

Former Wall Street gaming analyst Ader broadly backed the proposals but still called on shareholders to elect two of his nominees to the board - Michael Fertik and Kal Patel.

"We believe that this announcement is the direct consequence of the overwhelming support we have received from our fellow Bwin shareholders for the call for board change that we have made," Ader said in a statement to Reuters.

Bwin.Party's own plans would replace a third of its board with new hires who have yet to be identified. Deputy chairman Rod Perry and fellow directors Manfred Bodner and Helmut Kern would step down.

Bwin.Party said one of the new directors would have in-depth knowledge of technology in digital consumer businesses, which analysts said was an admission of a weaknesses in the board.

Philip Yea, who takes over as chairman at the annual meeting, said the changes would create a "board that works, rather than having one foisted upon us".

"This makes clear we have our own agenda," Yea told Reuters.

Of the two nominees Ader is pushing, Fertik is a technology specialist while Patel is active in venture capital investment.

Bwin.Party said SpringOwl had missed its chance to have a voice in the changes the company proposed on Friday.

"SpringOwl could have actively participated in the review process had it taken up its right to put a nominee on the board, which it has failed to do since February when it bought its 5.25 percent stake," a company spokesman said.

SLIMMER STRATEGY

Bwin.Party is the product of a 2010 merger between sports betting group Bwin and online poker group PartyGaming.

The shares have tumbled since the merger was announced and SpringOwl says management had failed to extract rewards from combining the businesses.

Bwin shares closed 3.2 percent lower at 114.8p on Friday, valuing the company at around 970 million pounds.

In March, it posted a 35 percent drop in full-year earnings to 108 million euros ($149.75 million) because of falling revenue, increased gaming taxes in Germany and start-up costs in New Jersey.

In common with rivals, it is pursuing a strategy of focusing on fewer markets where regulations on gambling are more clear cut.

Ader bought a stake of more than 5 percent through SpringOwl earlier this year and has mounted a public campaign for change at Bwin, accusing its managers of destroying shareholder value and allowing costs to spiral.

One top 40 shareholder said that Ader had been overplaying his hand by nominating four directors.

"Jason's got a right to put a director on the board and he should, but four people for 5 percent is not on," said a top-40 shareholder in the company.

The shareholder added: "Most of the travails of Bwin come not just from the merger but also regulatory issues. So it's a victim of what's happening to the industry rather than total ineptitude. But Mr Ader has a point." (Reporting by Keith Weir and Chris Vellacott; editing by Tom Pfeiffer)