NYX’s Sci­en­tific deal has sup­port of two new par­ties

Stockwatch Daily - - FRONT PAGE - Mr. Huw Thomas re­ports

TWO NEW par­ties have en­tered into in­de­pen­dent agree­ments to sup­port the pre­vi­ously an­nounced ac­qui­si­tion of NYX Gam­ing Group Ltd. by Sci­en­tific Games Corp. for $2.40 per or­di­nary share: (1) Wil­liam Hill Steeplechase Ltd. and Wil­liam Hill PLC; 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) Ltd., a sub­sidiary of NYX, that are con­vert­ible into an ag­gre­gate of ap­prox­i­mately 40,930,184 or­di­nary shares of NYX as of Dec. 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 Dec. 20, 2017, in Las Ve­gas, Nev., and Sci­en­tific Games and NYX en­cour­age all share­hold­ers of NYX to cast their votes in favour of the ac­qui­si­tion.

Scheme cir­cu­lar and NYX share­hold­ers meet­ings

The share­hold­ers meet­ings to ap­prove the ac­qui­si­tion con­tinue to be sched­uled for Dec. 20, 2017, in Las Ve­gas, Nev. 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 per cent 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 Dec. 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 the com­pany’s 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 e-mail at in­quiries@dfk­ing.com.

About NYX Gam­ing Group Ltd.

NYX Gam­ing Group is a lead­ing dig­i­tal gam­ing provider, head­quar­tered in Las Ve­gas, United States, 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.

About Sci­en­tific Games Corp.

Sci­en­tific Games is the global leader in tech­nol­ogy-based gam­ing sys­tems, ta­ble games, ta­ble prod­ucts and in­stant games, and a leader in prod­ucts, ser­vices and con­tent for gam­ing, lot­tery and in­ter­ac­tive gam­ing mar­kets. Sci­en­tific Games de­liv­ers what cus­tomers and play­ers value most: trusted se­cu­rity, cre­ative con­tent, op­er­at­ing ef­fi­cien­cies and in­no­va­tive tech­nol­ogy. To­day, Sci­en­tific Games of­fers cus­tomers a fully in­te­grated port­fo­lio of tech­nol­ogy plat­forms, ro­bust sys­tems, en­gag­ing con­tent and un­ri­valed pro­fes­sional ser­vices.

We seek Safe Har­bor.

Craig Billings, Roger Gilbert Buck­eridge, Matthew Ste­wart Davey, James Merkur

(NYX) Shares: 108,228,682

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