Scientific Games and NYX Gaming Group Announce Shareholder Approval for Acquisition of NYX
Scheme Achieves Broad Shareholder Support with 99 Percent of Votes Cast Approving the Scheme
Acquisition Scheduled to Close in Early January
LAS VEGAS and ATLANTA – Scientific Games Corporation (NASDAQ: SGMS) ("Scientific Games") and NYX Gaming Group Limited (TSXV: NYX) ("NYX") today announced that the previously announced acquisition of NYX by Scientific Games (the "Acquisition") by way of a court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (the "Scheme") was approved by an overwhelming vote of NYX shareholders. With this shareholder approval, the Acquisition remains scheduled to close in early January.
"We are thrilled by the strong support from NYX shareholders and we are very excited about our combined companies' future growth potential. By bringing together Scientific Games and NYX, we will create a world leader in digital gaming and sports betting, a company with an unrivaled, end-to-end product portfolio and an innovative driving force in the industry," said Scientific Games CEO and President Kevin Sheehan.
"The Acquisition will be a win-win for both companies and our collective shareholders. By joining Scientific Games, we will become part of a company with unmatched global reach, resources and industry leading content. The leaders of both NYX and Scientific Games are committed to delivering significant value for our customers across the full spectrum of digital gaming," said NYX CEO Matt Davey.
- Eligible NYX shareholders (the "Scheme Shareholders") voted at the court meeting (the "Court Meeting") to pass a resolution approving the Scheme by the requisite majority; and
- NYX shareholders voted at the extraordinary general meeting (the "Extraordinary General Meeting") to pass a special resolution authorizing the directors of NYX to take steps to give effect to the Scheme as well as making certain amendments to the articles of incorporation of NYX for purposes of implementing the Scheme.
Details of the resolutions passed are set out in the Notice of Court Meeting and the Notice of General Meeting contained in the scheme circular dated November 15, 2017 (the "Scheme Circular") in relation to the Acquisition.
Voting Results of the Court Meeting
The resolution proposed at the Court Meeting was decided on a vote by ballot. The resolution was duly passed by:
- the requisite majority in number of Scheme Shareholders who were present and voting, either in person or by proxy, representing at least 75% in value of the shares voted; and
- the requisite majority of Scheme Shareholders who were present and voting, either in person or by proxy, excluding the votes cast by persons considered to be "interested parties" (as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators).
The voting of Scheme Shareholders at the Court Meeting was as follows:
|Number of Scheme Shares Voted||Percentage of Scheme Shares Voted||Number of Scheme Shareholders Who Voted||Percentage of Scheme Shareholders Who Voted||Percentage of Scheme Shareholders Who Voted|
Voting Results of the Extraordinary General Meeting
At the Extraordinary General Meeting, the special resolution was decided on a vote by ballot. The special resolution was duly passed by NYX shareholders representing at least 75% of the votes cast by NYX shareholders present and voting, either in person or by proxy.
The voting of NYX shareholders at the Extraordinary General Meeting was as follows:
|Number of Votes||Percentage of Votes|
Completion of the Acquisition remains subject to certain closing conditions, including the sanctioning of the Scheme by the Royal Court of Guernsey at a court hearing, which is scheduled to be held on January 5, 2018 at 10.00 a.m. (Guernsey time). The Scheme is scheduled to become effective, and the Acquisition scheduled to close, on or around January 5, 2018.
The above dates are indicative only and will depend, among other things, on the date upon which the remaining closing conditions are satisfied, including the sanction of the Scheme by the Royal Court of Guernsey.
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.
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 OGSTM (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 OGSTM.
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.
Source: Scientific Games
Executive Vice President and Chief Financial Officer
Telephone: +1 702-532-7658
Telephone: +1 416-283-9930
Vice President, Corporate Communications
Telephone: +1 702-532-7981
Group Chief Strategy and Marketing Officer
Telephone: +1 702-816-0415
Todd F. McTavish
Chief Legal Officer & Corporate Secretary
Telephone: +1 702-586-8428
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 can be identified by words such as "will," "may," and "should." These statements are based upon management's current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including those factors described 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 March 3, 2017 (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.