NYX Gaming Group Limited Announces New Shareholder Meeting Date, Provides Update on William Hill Matters and Announces New Commercial Partnership with Scientific Games
NYX Filed Anti-Trust Lawsuit Against William Hill in New Jersey Court
Las Vegas, November 10, 2017 – 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 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 firstname.lastname@example.org.
Dennis Fong +1 416-283-9930
Investor Relations email@example.com
NYX: Huw Thomas +1 702-816-0415
Group Chief Strategy and Marketing Officer firstname.lastname@example.org
NYX: Todd F. McTavish +1 702-586-8428
Chief Legal Officer & Corporate Secretary
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 email@example.com.