NYX Filed Anti-Trust Lawsuit Against William Hill in
New Jersey Court
LAS VEGAS, Nov. 10, 2017 /CNW/ - NYX Gaming Group
Limited (TSXV: NYX) ("NYX") today announced a change in the
previously set date for the special meeting of shareholders of NYX
to consider and approve the proposed acquisition ("Acquisition") of
NYX by Scientific Games Corporation ("Scientific Games"). The
shareholder meeting will now be held in Las Vegas, Nevada on December 20, 2017 and the record date and time
for voting at the meeting will be December
18, 2017 at 5:00 p.m. (Pacific
time).
NYX also announced that it has filed an action in the Chancery
Division of the Superior Court of New
Jersey, Atlantic County
against William Hill Steeplechase Limited and William Hill Plc
(together, "William Hill") and certain of William Hill's officers and directors. NYX
alleges that its shareholder William
Hill has engaged in wrongful conduct in violation of the New
Jersey Antitrust Act in attempting to block the Acquisition, which
will bring great benefits to the nascent regulated sports betting
industry. The complaint seeks injunctive relief, treble damages and
attorney's fees for violations of the New Jersey Antitrust Act, and
also alleges tortious interference with economic advantage, and
tortious interference with contract, and seeks punitive
damages.
In addition, NYX announced today that it has entered into an
exclusive agreement with Scientific Games regarding the development
and distribution of a new sports betting platform in the United States. The agreement sets forth,
on a legally binding basis, the key terms of a proposed commercial
partnership to be agreed between NYX and Scientific Games to be
incorporated into a new commercial agreement between the parties
(the "Commercial Agreement").
Pursuant to the terms of the Commercial Agreement, Scientific
Games will commit to make an investment of US$30 million in the aggregate (of which
$1 million is immediately due and
payable to NYX, with the remaining sums to be paid on a timetable
to be mutually agreed by the parties) to fund the development of a
new sports betting platform by NYX for use in the U.S. (the "U.S.
Platform"). The U.S. Platform would include the betting engine,
trading tools and other features to be mutually agreed upon.
Scientific Games will be granted the right to be the exclusive
third-party distributor with respect to the U.S. Platform in all
territories within the U.S. where sports betting is legalized for a
term of ten years commencing upon the first commercial deployment
of the U.S. Platform in the U.S. NYX would continue to own all of
its existing and newly developed technology under the terms of the
Commercial Agreement. Given that Scientific Games is the largest
lottery and gaming supplier in the U.S., is licensed in every
significant jurisdiction in the U.S., and has relationships with
virtually every major operator, partnering with NYX on a mutually
exclusive basis will enhance and accelerate NYX's distribution
capability in the U.S. and would represent a highly value-creating
opportunity for both parties.
"This agreement represents an important step forward for NYX as
we continue to position ourselves for greater expansion in the
North American market," said Matt
Davey, Chief Executive Officer of NYX. "As evidenced by the
recent positive legislation for online gaming in Pennsylvania, the market potential continues
to grow, and Scientific Games provides a fantastic partner to take
advantage of these opportunities. We are excited to move forward at
pace in this market."
This agreement with Scientific Games may be terminated (i) by
mutual agreement of Scientific Games and NYX, (ii) by either
Scientific Games or NYX if the arrangement agreement dated
September 20, 2017 in respect of the
Acquisition (the "Arrangement Agreement") is terminated in
connection with NYX entering into a superior proposal or the board
of NYX making a change in recommendation and in either case the
superior proposal is consummated, or (iii) by NYX if the
Arrangement Agreement is terminated in circumstances where the
Acquisition is not approved by at least 51% of the votes of NYX
shareholders (excluding William Hill
and its affiliates) at the shareholders meeting.
Information Circular and NYX Shareholders Meeting
Your vote is important. The information circular and form of
proxies will be mailed shortly. Upon receipt, if you have any
questions about any of the information or require assistance in
completing your forms of proxy or voting instruction forms, as the
case may be, please contact our information and proxy
solicitation agent, D.F. King, toll
free in North America at
1-800-761-6707 (1-212-771-1133 by collect call) or by email at
inquiries@dfking.com.
About NYX
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 OGS™ (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 OGS™.
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.
Forward-Looking Statements
This press release includes "forward-looking statements" and
"forward-looking information" (collectively "forward looking
statements") within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 and Canadian securities laws.
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," "estimate,"
"should," "could," "potential," "opportunity," or similar
terminology. These statements are based upon management's current
expectations, beliefs, assumptions and estimates and are not
guarantees of timing, future results or performance. Similarly,
statements herein that describe the proposed transaction, including
its financial impact, and other statements of management's
expectations, beliefs, assumptions, estimates and goals regarding
the proposed transaction are forward-looking statements. It is
uncertain whether any of the events or results anticipated by the
forward-looking statements (including consummation of the proposed
transaction) will transpire or occur, or if any of them do, what
impact they will have on the results of operations and financial
condition of the combined company or the price of Scientific Games'
stock. These forward-looking statements involve certain risks and
uncertainties and other factors that could cause actual results to
differ materially from those indicated in such forward-looking
statements, including but not limited to: uncertainties as to the
litigation against William Hill Steeplechase Limited and William
Hill Plc in Chancery Division of the Superior Court of New Jersey, Atlantic
County against; uncertainties as to the timing of the
consummation of the proposed Commercial Agreement, the ability of
the parties to consummate the Commercial Agreement, that the
conditions set forth in the agreement with respect to the
Commercial Agreement will be satisfied, or that the Commercial
Agreement will be completed as proposed at all; uncertainties as to
the timing of the consummation of the proposed transaction and the
ability of the parties to consummate the proposed transaction; the
satisfaction of the conditions precedent to consummation of the
proposed transaction, including the approval of NYX's shareholders
and the approval of the Royal Court of Guernsey; the ability to
obtain required regulatory and gaming approvals at all or in a
timely manner; the ability to obtain the debt financing necessary
to consummate the proposed transaction; potential litigation
related to the proposed transaction; disruption of NYX's current
plans and operations as a result of the proposed transaction; the
ability of NYX to retain and hire key personnel; competitive
responses to the proposed transaction; unexpected costs, charges or
expenses resulting from the proposed transaction; the ability of
Scientific Games to successfully integrate NYX's operations,
product lines and technology; the diversion of management's
attention from Scientific Games' and NYX's ongoing business
operations; and the other risks, uncertainties and important
factors contained and identified (including under the heading "Risk
Factors") in NYX's filings with Canadian securities regulators, any
of which could cause actual results to differ materially from the
forward-looking statements. The forward-looking statements included
in this press release are made only as of the date hereof and NYX
undertakes no obligation to update any forward-looking statements
whether as a result of new information, future events or otherwise.
NYX is responsible for the information in this press release
concerning NYX. Readers are cautioned not to place undue reliance
on any of these forward-looking statements.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
transaction involving NYX and Scientific Games. NYX intends to file
with Canadian securities regulators via SEDAR (www.sedar.com) a
management information circular and certain related materials in
connection with the proposed transaction with Scientific Games. The
information circular will be sent or given to the shareholders of
NYX and will contain important information about the proposed
transaction and related matters. NYX GAMING GROUP'S SECURITY
HOLDERS ARE URGED TO READ THE INFORMATION CIRCULAR REGARDING THE
PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
In addition, security holders of NYX will be able to obtain free
copies of the information circular from NYX by contacting
Dennis Fong, NYX's Investor
Relations representative, by phone at (647) 797-3376 or email at
investor.relations@nyxgg.com.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX
VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
SOURCE NYX Gaming Group Limited