LAS VEGAS, Nov. 21, 2017 /CNW/ - NYX Gaming Group
Limited (TSXV: NYX) ("NYX") today announced that it has entered
into a first amendment dated November 21,
2017 (the "Amendment") to the arrangement agreement (the
"Arrangement Agreement") dated September 20,
2017 between NYX and Scientific Games Corporation
("Scientific Games").
Under the Amendment, NYX and Scientific Games have agreed that
should the acquisition of NYX by Scientific Games not be approved
by shareholders at the shareholder vote in December or not move
forward for other specified reasons, Scientific Games will commence
a contractual takeover offer to NYX shareholders. This reaffirms
the companies' commitment to move forward together.
The takeover offer would include a minimum tender condition
requiring Scientific Games to acquire no less than one ordinary
share more than 50% of the ordinary shares of NYX outstanding
(including any ordinary shares of NYX beneficially owned by
Scientific Games prior to the consummation of the takeover offer)
and would be for the same share price contained in the Arrangement
Agreement.
In addition, NYX has agreed to waive the existing standstill
with Scientific Games contained in the agreement between NYX and
Scientific Games so that Scientific Games and its affiliates can
purchase any ordinary, preferred or other equity securities of NYX
or any of its subsidiaries. The waiver of the standstill is
effective immediately.
Copies of the Amendment and a side letter agreement between NYX
and Scientific Games will be filed by NYX under applicable Canadian
securities laws and will be available under the NYX's profile
on SEDAR at www.sedar.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;
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