LAS VEGAS, Nov. 8, 2017 /CNW/ - The Board of Directors of
NYX Gaming Group Limited (TSXV: NYX) ("NYX") has received a notice
("Notice") from William Hill Steeplechase Limited ("William Hill")
requesting that its convertible preference shares be converted into
ordinary shares of NYX not later than December 4, 2017, to enable William Hill to vote in connection with the
proposed acquisition ("Acquisition") of NYX by Scientific Games
Corporation ("Scientific Games") "in order to protect the rights
and interests of William Hill."
William Hill has been in
negotiations with Scientific Games with respect to a potential
commercial arrangement following the Acquisition, and has
previously stated that William Hill
requires terms, including rights to a copy of NYX source code and
certain anti-competitive arrangements in US jurisdictions, among
other demands, in exchange for voting in support of the
Acquisition. William Hill indicated
that if Scientific Games does not reach a commercial arrangement,
it "will vote against and therefore effectively block" the
Acquisition. Prior to receiving the Notice, William Hill indicated that it would make public
statements to the effect that "William
Hill has concerns" with the Acquisition and "is considering
its options" including acquiring further NYX ordinary shares or
converting its convertible preference shares to vote in connection
with the Acquisition. No agreement has yet been reached between
William Hill and Scientific
Games.
The Acquisition offers NYX's shareholders C$2.40 per ordinary share of NYX, in cash, which
represents a 112% premium to the closing price of NYX's ordinary
shares on the day prior to the Acquisition's announcement.
Subject to the terms of the convertible preference shares, as
of November 6, 2017, William Hill would be entitled to elect to
convert such shares into ordinary shares of NYX at an approximate
conversion price equivalent to approximately C$3.67 per share, which represents a loss of
approximately C$49.7 million to
William Hill immediately upon such conversion.
If such convertible preference shares are converted,
William Hill would own an additional
40,723,339 ordinary shares, and when combined with their existing
ordinary shares, would represent approx. 31.9% of the outstanding
ordinary shares of NYX as of November 6,
2017, based on publicly available information. Any
conversion of these shares is subject to applicable law, including
any statute, regulation, and any direction, policy, requirement,
rule or order that is given by a regulatory authority in the
relevant jurisdictions within which NYX operates.
NYX's Board is consulting its financial and legal advisors, and
will continue to act in the best interests of all of its
shareholders. NYX is closely following the negotiations between
Scientific Games and William Hill,
but is focused on closing the Acquisition. Based on certain
regulatory and licensing restrictions, NYX's Board cannot convert
the preference shares at this time. NYX is considering all options
available to it, including whether William
Hill's conduct could have any impact on NYX's gaming
licenses (and therefore whether William
Hill is suitable to hold NYX ordinary shares), and bringing
appropriate legal action or actions against William Hill to protect NYX shareholders.
The NYX Board also reaffirms its unanimous determination that
the terms of the Acquisition are fair and reasonable and are in the
best interests of NYX and its shareholders and its unanimous
recommendation that NYX shareholders vote in favor of the
Acquisition.
The shareholder meeting is scheduled to be held in Las Vegas on December
11, 2017 and the record date for voting is December 7, 2017 (5:00
p.m. Pacific time).
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
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