Momentum Builds for the December 20, 2017 Shareholder Vote
Las Vegas, December 6, 2017 – 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.
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 firstname.lastname@example.org.
Scientific Games: Michael Quartieri +1 702-532-7658
Executive Vice President and Chief Financial Officer
NYX: Dennis Fong +1 416-283-9930
Scientific Games: Susan Cartwright
Phone: +1 702-532-7981
Vice President, Corporate Communications
NYX: Huw Thomas +1 702-816-0415
Group Chief Strategy and Marketing Officer
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 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.
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