NYX Gaming Group and Scientific Games Announce Significant Additional Support for the Proposed Acquisition of NYX
Momentum Builds for the December 20, 2017 Shareholder Vote
LAS VEGAS, Dec. 6, 2017 /PRNewswire/ -- 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.