NYX Gaming Group and Scientific Games announce significant additional support for the proposed acquisition of NYX
Momentum builds for the December 20, 2017 Shareholder Vote
LAS VEGAS - NYX Gaming Group Limited (TSXV: NYX) ("NYX") and Scientific Games Corporation (NASDAQ: SGMS) ("Scientific Games") announced today that two new parties have entered into independent agreements to support the previously announced acquisition of NYX by Scientific Games for CAD $2.40 per ordinary share (the "Acquisition"): (1) William Hill Steeplechase Limited and William Hill Plc (together, "William Hill"); and (2) AlpInvest Partners CoInvestments. These two holders in aggregate own 9,301,709 ordinary shares of NYX, 2,325,427 warrants, and 149,600 Convertible Preference Shares of NYX Digital Gaming (OB Holdings) Limited, a subsidiary of NYX, that are convertible into an aggregate of approximately 40,930,184 ordinary shares of NYX as of December 6, 2017. In addition, William Hill has undertaken to withdraw its previously issued notice of conversion of its Convertible Preference Shares into NYX ordinary shares.
Scientific Games also announced that it has entered into a new commercial arrangement with William Hill, and that the parties, as well as NYX, have entered into a separate settlement agreement in which the parties have agreed to end all existing litigation among the parties.
The shareholders meetings to approve the Acquisition continue to be scheduled for December 20, 2017 in Las Vegas, Nevada, and Scientific Games and NYX encourage all shareholders of NYX to cast their votes in favor of the Acquisition.
Scheme Circular and NYX Shareholders Meetings
The shareholders meetings to approve the Acquisition continue to be scheduled for December 20, 2017 in Las Vegas, Nevada. Pursuant to the terms of the arrangement agreement between NYX and Scientific Games, the Acquisition is subject to the approval of: (i) a majority in number of NYX shareholders present and voting, either in person or by proxy, representing at least 75% in value of the NYX ordinary shares held by those NYX shareholders present and voting, either in person or by proxy (excluding shares held by Scientific Games); and (ii) a simple majority of the votes cast by the holders of NYX ordinary shares, excluding shares held by certain interested shareholders, as well as approval of the Royal Court of Guernsey.
How to Vote
About Scientific Games (www.scientificgames.com)
Scientific Games Corporation (NASDAQ:SGMS) is a leading developer of technology-based products and services and associated content for worldwide gaming, lottery and interactive markets. The Company's portfolio includes gaming machines, game content and systems; table games products and shufflers; instant and draw-based lottery games; server-based lottery and gaming systems; sports betting technology; loyalty and rewards programs; and interactive content and services.
About NYX (www.nyxgaminggroup.com/)
NYX Gaming Group Limited (TSXV: NYX) is a leading digital gaming provider, headquartered in Las Vegas, USA, with a staff of more than 1,000 employees globally, including more than 600 engineers.
NYX delivers value by adhering to the highest standards of customer service, probity and responsibility. It has one of the broadest distribution bases in the industry, with more than 200 unique customers.
The award-winning NYX OGSTM (Open Gaming System), which allows licensees to leverage the best- of-breed, multi-vendor casino content from around the world, is acknowledged to be the industry's market-leading gaming offering. From its own studios and a broad partner network of the most innovative third party suppliers, NYX offers customers the widest portfolio of content available, with access to more than 2,000 game titles, via OGSTM.
In addition, NYX's award winning sports betting division OpenBet is utilized and trusted by leading sports book operators, with its scale and performance world-renowned. In 2016, the OpenBet Sportsbook processed more than two billion bets and broke new records at the 2017 Grand National, where it processed 68,000 peak bets-per-minute.
NYX Gaming Group Limited is listed on the TSX Venture Exchange under the symbol TSXV: NYX.
Source: Scientific Games
Executive Vice President and Chief Financial Officer
Telephone: +1 702-532-7658
Telephone: +1 416-283-9930
Vice President, Corporate Communications
Telephone: +1 702-532-7981
Group Chief Strategy and Marketing Officer
Telephone: +1 702-816-0415
Todd F. McTavish
Chief Legal Officer & Corporate Secretary
Telephone: +1 702-586-8428
In this press release, Scientific Games makes "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as "may," "will," "estimate," "intend," "plan," "continue," "believe," "expect," "anticipate," "target," "should," "could," "potential," "opportunity," "goal," or similar terminology. These statements are based upon management's current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including, among other things: competition; U.S. and international economic and industry conditions, including declines in or slow growth of gross gaming revenues or lottery retail sales, reductions in or constraints on capital spending by gaming or lottery operators and bankruptcies of, or credit risk relating to, customers; limited growth from new gaming jurisdictions, declines in the replacement cycle of existing gaming machines and slow addition of casinos in existing jurisdictions; ownership changes and consolidation in the gaming industry, including by casino operators; opposition to legalized gaming or the expansion thereof; inability to adapt to, and offer products that keep pace with, evolving technology; inability to develop successful gaming concepts and content; laws and government regulations, including those relating to gaming licenses and environmental laws; inability to identify and capitalize on trends and changes in the gaming, lottery and interactive industries; dependence upon key providers in our social gaming business; inability to retain or renew, or unfavorable revisions of, existing contracts, and the inability to enter into new contracts; level of our indebtedness, higher interest rates, availability or adequacy of cash flows and liquidity to satisfy indebtedness, other obligations or future cash needs; inability to reduce or refinance our indebtedness; restrictions and covenants in our debt agreements, including those that could result in acceleration of the maturity of our indebtedness; protection of our intellectual property, inability to license third party intellectual property, and the intellectual property rights of others; security and integrity of our software and systems and reliance on or failures in our information technology systems; natural events that disrupt our operations or those of our customers, suppliers or regulators; inability to benefit from, and risks associated with, strategic equity investments and relationships, including (i) the inability of our joint venture to realize the anticipated benefits under its private management agreement with the Illinois lottery or from the disentanglement services performed in connection with the termination thereof, (ii) the inability of our joint venture to meet the net income targets or other requirements under its agreement to provide marketing and sales services to the New Jersey Lottery or otherwise to realize the anticipated benefits under such agreement and (iii) failure to realize the anticipated benefits related to the award to our consortium of an instant lottery game concession in Greece; failure to achieve the intended benefits of the Bally acquisition or the WMS acquisition, other recent acquisitions, or future acquisitions, including due to the inability to successfully integrate such acquisitions or realize synergies in the anticipated amounts or within the contemplated time frames or cost expectations, or at all; disruption of our current plans and operations in connection with our recent acquisitions (including in connection with the integration of Bally and WMS), including departure of key personnel or inability to recruit additional qualified personnel or maintain relationships with customers, suppliers or other third parties; incurrence of employee termination or restructuring costs, and impairment or asset write-down charges; changes in estimates or judgments related to our impairment analysis of goodwill or other intangible assets; implementation of complex revenue recognition standards; fluctuations in our results due to seasonality and other factors; dependence on suppliers and manufacturers; risks relating to foreign operations, including fluctuations in foreign currency exchange rates (including those fluctuations related to the affirmative vote in the U.K. to withdraw from the EU), restrictions on the payment of dividends from earnings, restrictions on the import of products and financial instability, including the potential impact to our business resulting from the affirmative vote in the U.K. to withdraw from the EU and the potential impact to our instant lottery game concession or VLT lease arrangements resulting from the recent economic and political conditions in Greece; dependence on our key employees; litigation and other liabilities relating to our business, including litigation and liabilities relating to our contracts and licenses, our products and systems, our employees (including labor disputes), intellectual property and our strategic relationships; influence of certain stockholders; and stock price volatility.
Additional information regarding risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in our filings with the SEC, including the Company's current reports on Form 8-K, quarterly reports on Form 10-Q and its latest annual report on Form 10-K filed with the SEC on February 29, 2016 (including under the headings "Forward Looking Statements" and "Risk Factors"). Forward-looking statements speak only as of the date they are made and, except for Scientific Games' ongoing obligations under the U.S. federal securities laws, Scientific Games undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.