Scientific Games acquires securities of NYX Gaming Group
LAS VEGAS - 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.
About Scientific Games (www.scientificgames.com)
Scientific Games Corporation (NASDAQ:SGMS) is a leading developer of technology-based products and services and associated content for worldwide gaming, lottery and interactive markets. The Company's portfolio includes gaming machines, game content and systems; table games products and shufflers; instant and draw-based lottery games; server-based lottery and gaming systems; sports betting technology; loyalty and rewards programs; and interactive content and services.
Source: Scientific Games
Executive Vice President and Chief Financial Officer
Telephone: +1 702-532-7658
Vice President, Corporate Communications
In this press release, Scientific Games makes "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. 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," "target," "should," "could," "potential," "opportunity," "goal," or similar terminology. These statements are based upon management's current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including, among other things: competition; U.S. and international economic and industry conditions, including declines in or slow growth of gross gaming revenues or lottery retail sales, reductions in or constraints on capital spending by gaming or lottery operators and bankruptcies of, or credit risk relating to, customers; limited growth from new gaming jurisdictions, declines in the replacement cycle of existing gaming machines and slow addition of casinos in existing jurisdictions; ownership changes and consolidation in the gaming industry, including by casino operators; opposition to legalized gaming or the expansion thereof; inability to adapt to, and offer products that keep pace with, evolving technology; inability to develop successful gaming concepts and content; laws and government regulations, including those relating to gaming licenses and environmental laws; inability to identify and capitalize on trends and changes in the gaming, lottery and interactive industries; dependence upon key providers in our social gaming business; inability to retain or renew, or unfavorable revisions of, existing contracts, and the inability to enter into new contracts; level of our indebtedness, higher interest rates, availability or adequacy of cash flows and liquidity to satisfy indebtedness, other obligations or future cash needs; inability to reduce or refinance our indebtedness; restrictions and covenants in our debt agreements, including those that could result in acceleration of the maturity of our indebtedness; protection of our intellectual property, inability to license third party intellectual property, and the intellectual property rights of others; security and integrity of our software and systems and reliance on or failures in our information technology systems; natural events that disrupt our operations or those of our customers, suppliers or regulators; inability to benefit from, and risks associated with, strategic equity investments and relationships, including (i) the inability of our joint venture to realize the anticipated benefits under its private management agreement with the Illinois lottery or from the disentanglement services performed in connection with the termination thereof, (ii) the inability of our joint venture to meet the net income targets or other requirements under its agreement to provide marketing and sales services to the New Jersey Lottery or otherwise to realize the anticipated benefits under such agreement and (iii) failure to realize the anticipated benefits related to the award to our consortium of an instant lottery game concession in Greece; failure to achieve the intended benefits of the Bally acquisition or the WMS acquisition, other recent acquisitions, or future acquisitions, including due to the inability to successfully integrate such acquisitions or realize synergies in the anticipated amounts or within the contemplated time frames or cost expectations, or at all; disruption of our current plans and operations in connection with our recent acquisitions (including in connection with the integration of Bally and WMS), including departure of key personnel or inability to recruit additional qualified personnel or maintain relationships with customers, suppliers or other third parties; incurrence of employee termination or restructuring costs, and impairment or asset write-down charges; changes in estimates or judgments related to our impairment analysis of goodwill or other intangible assets; implementation of complex revenue recognition standards; fluctuations in our results due to seasonality and other factors; dependence on suppliers and manufacturers; risks relating to foreign operations, including fluctuations in foreign currency exchange rates (including those fluctuations related to the affirmative vote in the U.K. to withdraw from the EU), restrictions on the payment of dividends from earnings, restrictions on the import of products and financial instability, including the potential impact to our business resulting from the affirmative vote in the U.K. to withdraw from the EU and the potential impact to our instant lottery game concession or VLT lease arrangements resulting from the recent economic and political conditions in Greece; dependence on our key employees; litigation and other liabilities relating to our business, including litigation and liabilities relating to our contracts and licenses, our products and systems, our employees (including labor disputes), intellectual property and our strategic relationships; influence of certain stockholders; and stock price volatility.
Additional information regarding risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in our filings with the SEC, including the Company's current reports on Form 8-K, quarterly reports on Form 10-Q and its latest annual report on Form 10-K filed with the SEC on February 29, 2016 (including under the headings "Forward Looking Statements" and "Risk Factors"). Forward-looking statements speak only as of the date they are made and, except for Scientific Games' ongoing obligations under the U.S. federal securities laws, Scientific Games undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.