PacificNet (PACT.PK) has signed a definitive agreement to acquire 100% ownership of Octavian International Limited, a worldwide supplier of gaming technology, solutions and systems.

The transaction is subject to various conditions, including the completion of due diligence, which has already commenced. PacificNet will issue restricted shares of PACT representing approximately 19.5% of PacificNet's outstanding shares. There is also an additional cash performance bonus. According to Octavian's financial reports as audited by Grant Thornton UK LLP under UK GAAP, Octavian had a revenue of approx US$64.6 million, gross profit of approximately US$18.4 million, and pre-tax profit of US$5.5 million, for fiscal year ending December 31, 2006.

Upon completion, Octavian would continue operating under its current name as a wholly-owned subsidiary of PacificNet and would continue to pursue its global growth strategy as a leading provider of gaming technology. Harmen Brenninkmeijer would become an executive director of PacificNet and a member of the board of directors, and continue to server 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. The acquisition is expected to close in the first quarter of 2008. 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 machine and equipment from many of the world's leading gaming brands through its OctaSupplies division.