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, Dec. 20, 2017 /PRNewswire/ -- 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:
(i) 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
(ii) 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:
|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.