LAS VEGAS, Nov. 24, 2017 /CNW/ -- Scientific Games
Corporation (Nasdaq: SGMS) ("Scientific Games") today announced
that it acquired ownership of (i) 27,376,036 ordinary shares
(the "Shares") of NYX Gaming Group Limited (TSXV: NYX) ("NYX"),
(ii) 3,535,178 warrants to acquire ordinary shares of NYX (the
"Warrants") and (iii) 40,000 Class A exchangeable preferred shares
of NYX Digital Gaming (Canada)
ULC, a subsidiary of NYX (the "Exchangeable Preferred Shares", and
together with the Shares and the Warrants, the "Acquired
Securities"). The Exchangeable Preferred Shares are exchangeable
for an aggregate of 9,174,364 ordinary shares of NYX (the "Ordinary
Shares"). The Acquired Securities were purchased pursuant to
securities purchase agreements with four shareholders of NYX at a
price of CAD$2.40 per Share and
CAD$2.40 per Ordinary Share into
which an Exchangeable Preferred Share is exchangeable, representing
an aggregate purchase price of CAD$87,720,960. No additional consideration was
paid for the Warrants.
Prior to the transactions, Scientific Games owned
11,600,000 Ordinary Shares, representing approximately 10.72% of
the issued and outstanding Ordinary Shares. As a result of the
transactions, Scientific Games owns 38,976,036 Ordinary Shares,
representing approximately 36.01% of the issued and outstanding
Ordinary Shares. If all of the Warrants acquired by Scientific
Games were exercised, Scientific Games would own 42,511,214
Ordinary Shares, representing approximately 38.04% of the issued
and outstanding Ordinary Shares. If all of the Exchangeable
Preferred Shares acquired by Scientific Games were exchanged,
Scientific Games would own 48,150,400 Ordinary Shares, representing
approximately 41.01% of the issued and outstanding Ordinary Shares.
If all of such Warrants and Exchangeable Preferred Shares were
exercised and exchanged, Scientific Games would own 51,685,578
Ordinary Shares, representing 42.74% of the issued and outstanding
Ordinary Shares.
In the future, Scientific Games may
acquire additional Ordinary Shares or securities
convertible into Ordinary Shares or dispose of such
securities.
This press release is being issued pursuant to the
requirements of National Instrument 62-103 – The Early
Warning System and Related Take-Over Bid and Insider Reporting
Issues of the Canadian Securities Administrators. An early
warning report with additional information in respect of the
foregoing matters will be filed and available on the SEDAR
profile of NYX at www.sedar.com.
For further information or to obtain a copy of the early warning
report, you may contact:
Investor Relations:
Michael Quartieri +1 702-532-7658
Executive Vice President and Chief Financial Officer
Media Relations:
Susan Cartwright +1 702-532-7981
Vice President, Corporate Communications
susan.cartwright@scientificgames.com
About Scientific Games
Scientific Games Corporation (NASDAQ: SGMS) is a 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.
© 2017 Scientific Games Corporation. All Rights Reserved.
Forward-Looking Statements
This document 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 document are made only
as of the date hereof and Scientific Games does not undertake 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. 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 document. Readers are
cautioned not to place undue reliance on any of these
forward-looking statements.
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SOURCE Scientific Games Corporation