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Scientific Games and NYX Gaming enter into conditional contractual takeover agreement

Thursday, 23 November 2017 07:23
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Digital gaming provider NYX Gaming Group Limited has entered into a first amendment to the arrangement agreement between the company and global gaming giant Scientific Games Corporation following the announcement in September that it would be acquired by Scientific Games.

Under the amendment, NYX and Scientific Games have agreed that should the acquisition of NYX by Scientific Games not be approved by shareholders at a shareholder vote in December or not move forward for other specified reasons, Scientific Games will commence a contractual takeover offer to NYX shareholders, which it says reaffirms the companies’ commitment to move forward together.

The takeover offer would include a minimum tender condition requiring Scientific Games to acquire no less than one ordinary share more than 50% of the ordinary shares of NYX outstanding, including any ordinary shares of NYX beneficially owned by Scientific Games prior to the consummation of the takeover offer. I would be for the same share price contained in the arrangement agreement. 

NYX has also agreed to waive the existing standstill with Scientific Games contained in the agreement so that Scientific Games and its affiliates can purchase any ordinary, preferred or other equity securities of NYX or any of its subsidiaries. The waiver of the standstill is effective immediately.

Scientific Games announced in September its intention to acquire NYX in order to increase its sports betting interests. Under the terms of that agreement, Scientific Games will acquire all of the outstanding ordinary shares of NYX at a cost of US$631 million, to be financed with cash on hand and debt and representing a 112% premium on NYX's closing stock price as of 19 September 2017.

“This important transaction creates a global gaming and lottery powerhouse,” said Scientific Games President and CEO Kevin Sheehan at the time. “Scientific Games will be a stronger industry leader offering one of the broadest end-to-end portfolios of engaging content, innovative technologies and digital products and services across gaming and lottery.

“This strategic and financially compelling acquisition combines NYX's premier digital gaming and sports betting platforms and expansive distribution network to our own global, industry-leading content, technologies and digital products and services. NYX ideally positions us to capitalize on the growing online gaming and sports betting markets.”

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