Momentum Builds for the December 20,
2017 Shareholder Vote
LAS VEGAS, Dec. 6, 2017 /CNW/ -- 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.
![](https://mma.prnewswire.com/media/616683/Scientific_Games_NYX_Gaming_Group.jpg)
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
Shareholders of NYX should have recently received a scheme
circular and forms of proxy or voting instruction forms (white and
blue) for NYX's court and general shareholders meetings to be held
on December 20, 2017. If shareholders
have any questions about any of the information or require
assistance in completing the 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.
About Scientific Games
Scientific Games Corporation (NASDAQ: SGMS) is the global leader
in technology-based gaming systems, table games, table products and
instant games, and a leader in products, services and content
for gaming, lottery and interactive gaming markets. Scientific
Games delivers what customers and players value most: trusted
security, creative content, operating efficiencies and innovative
technology. Today, Scientific Games offers customers a fully
integrated portfolio of technology platforms, robust systems,
engaging content and unrivaled professional services. For more
information, please visit www.scientificgames.com.
Company Contacts
Investor
Relations:
Scientific Games: Michael Quartieri +1 702-532-7658
Executive Vice President and Chief Financial Officer
NYX: Dennis Fong +1
416-283-9930
Investor Relations
investor.relations@nyxgg.com
Media Relations:
Scientific Games: Susan Cartwright +1 702-532-7981
Vice President, Corporate Communications
susan.cartwright@scientificgames.com
NYX: Huw Thomas +1
702-816-0415
Group Chief Strategy and Marketing Officer
huw.thomas@nyxgg.com
Legal:
NYX: Todd F. McTavish +1
702-586-8428
Chief Legal Officer & Corporate Secretary
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 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 or
Scientific Games' current plans and operations as a result of the
proposed transaction; the ability of NYX or Scientific Games 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; the ability of
Scientific Games to implement its plans, forecasts and other
expectations with respect to NYX's business after the completion of
the transaction and realize additional opportunities for growth and
innovation; potential adverse effects due to foregoing
opportunities that Scientific Games might otherwise pursue absent
the pendency of the proposed transaction; the ability of Scientific
Games to realize the anticipated synergies from the proposed
transaction in the anticipated amounts or within the anticipated
timeframes or costs expectations or at all; the ability to maintain
relationships with Scientific Games' and NYX's respective
employees, customers, other business partners and governmental
authorities; and the other risks, uncertainties and important
factors contained and identified (including under the heading "Risk
Factors") in Scientific Games' filings with the SEC, such as its
Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and
Current Reports on Form 8-K, and 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 neither Scientific Games nor NYX
undertakes any obligation to update any forward-looking statements
whether as a result of new information, future events or otherwise,
except as may be required by applicable law. NYX is
responsible for the information in this press release concerning
NYX and Scientific Games is responsible for the information in this
release concerning Scientific Games. To the maximum extent
permitted by law, none of Scientific Games, its directors,
employees or agents accepts any liability for any loss arising from
the use of NYX information contained in this communication. Readers
are cautioned not to place undue reliance on any of these
forward-looking statements.
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.
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SOURCE Scientific Games