TORONTO, Nov.24, 2017 /CNW/ -
The Stars Group Inc. (Nasdaq: TSG; TSX: TSGI) today announced that
it and one of its wholly-owned subsidiaries, Stars Interactive
Holdings (IOM) Limited ("Stars Interactive IOM"), entered into a
securities purchase agreement (the "Securities Purchase Agreement")
with Scientific Games Corporation ("Scientific Games") on
November 23, 2017
(the "Agreement Date") pursuant to which Stars Interactive IOM
has agreed to sell to Scientific Games on November 24, 2017 (the "Effective Date") all of
its securities of NYX Gaming Group Limited ("NYX"), including
securities exchangeable into securities of NYX (the
"Disposition").
The securities to be sold under the Disposition include: (i)
5,617,716 ordinary shares of NYX ("Ordinary Shares"), (ii) 40,000
preferred shares (the "Preferred Shares") of NYX Digital Gaming
(Canada) ULC, and (iii) 1,363,636
Ordinary Share purchase warrants (the "Warrants"). As a result of
the Disposition, The Stars Group will no longer directly or
indirectly beneficially own, control or direct any securities of
NYX.
Pursuant to the Securities Purchase Agreement, the Ordinary
Shares will be sold at a price of CDN$2.40 per Ordinary Share, the Preferred Shares
will be sold at a price of CDN$2.40
per Ordinary Share-equivalent (calculated as of November 24, 2017) per Preferred Share, and the
Warrants will be sold for no consideration, in each case on the
Effective Date to Scientific Games, representing aggregate
consideration payable in cash of CDN$35,500,992. In addition, Scientific Games has
agreed to pay Stars Interactive IOM a purchase price adjustment in
certain circumstances where Scientific Games acquires NYX for
consideration in excess of CDN$2.40
per Ordinary Share or sells its securities of NYX for consideration
in excess of CDN$2.40 per Ordinary
Share.
As previously disclosed in its early warning report dated
September 21, 2017 (the "September
EWR"), The Stars Group and Stars Interactive IOM have entered into
a support agreement (the "Support Agreement") with Scientific Games
on September 20, 2017 relating to the
proposed acquisition of NYX by Scientific Games by way of a
court-sanctioned scheme of arrangement under The Companies
(Guernsey) Law, 2008, as amended (the "Transaction"). Pursuant to
the Securities Purchase Agreement, The Stars Group, Stars
Interactive IOM and Scientific Games have agreed to terminate the
Support Agreement. Termination of the Support Agreement does not
otherwise affect the Transaction.
As previously disclosed in the September EWR, The Stars Group,
through Stars Interactive IOM, has beneficial ownership of
5,617,716 Ordinary Shares, 40,000 Preferred Shares which on the
Effective Date are exchangeable into 9,174,364 Ordinary Shares, and
1,363,636 Warrants. Each Warrant has an exercise price of
CDN$3.50, is exercisable into the
same number of Ordinary Shares and expires on April 26, 2019.
Assuming (i) the exchange of the Preferred Shares, and (ii) the
exercise of the Warrants, held indirectly by The Stars Group, in
each case on the Agreement Date or the Effective Date and on the
basis of 108,200,000 Ordinary Shares issued and outstanding (as
disclosed in NYX's management's discussion and analysis for the
period ended September 30, 2017 (the
"NYX MD&A")), The Stars Group had on the Agreement Date and has
on the Effective Date, prior to the Disposition, beneficial
ownership of and control or direction over approximately 13.7% of
NYX's Ordinary Shares on a partially diluted basis (with the
denominator equal to the Ordinary Shares issued and outstanding
plus the Ordinary Shares issuable to The Stars Group in clauses (i)
and (ii) above).
Excluding Ordinary Shares underlying the Preferred Shares and
the Warrants, which are in each case deemed to be beneficially
owned by The Stars Group, and on the basis of 108,200,000 Ordinary
Shares issued and outstanding (as disclosed in the NYX MD&A),
The Stars Group had on the Agreement Date and has on the Effective
Date, prior to the Disposition, beneficial ownership of and control
or direction over approximately 5.2% of NYX's Ordinary Shares on an
issued and outstanding basis.
The Ordinary Shares, Preferred Shares and Warrants will be
disposed of on the Effective Date pursuant to the Securities
Purchase Agreement as a result of investment considerations,
including market conditions, general economic and industry
conditions, trading prices of NYX's securities, NYX's business,
financial condition and prospects and other relevant factors. The
Stars Group has no current intention to purchase any securities of
NYX or other plans or intentions that would relate to or would
result in any change to its investment in NYX.
An early warning report will be filed by The Stars Group in
accordance with applicable securities laws.
About The Stars Group
The Stars Group is a leading provider of technology-based
products and services in the global gaming and interactive
entertainment industries. Through its Stars Interactive Group
division, The Stars Group ultimately owns gaming and related
consumer businesses and brands, including PokerStars, PokerStars
Casino, BetStars, Full Tilt, StarsDraft, and the PokerStars
Championship, PokerStars Festival and PokerStars Megastack live
poker tour brands (incorporating aspects of the European Poker
Tour, PokerStars Caribbean Adventure, Latin American Poker Tour and
the Asia Pacific Poker Tour). These brands together have more than
115 million registered customers globally and collectively form the
largest poker business in the world, comprising online poker games
and tournaments, sponsored live poker competitions, marketing
arrangements for branded poker rooms in popular casinos in major
cities around the world, and poker programming and content created
for television and online audiences. The Stars Group, through
certain of these brands, also offers non-poker gaming products,
including casino, sportsbook and daily fantasy sports. The Stars
Group, through certain of its subsidiaries, is licensed or approved
to offer, or offers under third party licenses or approvals, its
products and services in various jurisdictions throughout the
world, including in Europe, both
within and outside of the European Union, the Americas and
elsewhere. In particular, PokerStars is the world's most licensed
online gaming brand, holding licenses or related operating
approvals in 17 jurisdictions.
Cautionary Note Regarding Forward Looking Statements
This news release contains forward-looking statements and
information within the meaning of the Private Securities Litigation
Reform Act of 1995 and applicable securities laws, including,
without limitation, as it relates to the Securities Purchase
Agreement and The Stars Group's intention with respect to its
investment in NYX. Forward-looking statements and information can,
but may not always, be identified by the use of words such as
"anticipate", "plan", "continue", "estimate", "expect", "may",
"will", "project", "predict", "potential", "targeting", "intend",
"could", "might", "would", "should", "believe", "objective",
"ongoing", "imply" and similar references to future periods or the
negatives of these words and expressions. These statements and
information, other than statements of historical fact, are based on
management's current expectations and are subject to a number of
risks, uncertainties, and assumptions, including market and
economic conditions, business prospects or opportunities, future
plans and strategies, projections, technological developments,
anticipated events and trends and regulatory changes that affect
us, our subsidiaries, and our and their customers and industries.
Although The Stars Group and management believe the expectations
reflected in such forward-looking statements and information are
reasonable and are based on reasonable assumptions and estimates as
of the date hereof, there can be no assurance that these
assumptions or estimates are accurate or that any of these
expectations will prove accurate. Forward-looking statements and
information are inherently subject to significant business,
regulatory, economic and competitive risks, uncertainties and
contingencies that could cause actual events to differ materially
from those expressed or implied in such statements. Specific risks
and uncertainties include, but are not limited to, those identified
in The Stars Group's Annual Information Form for the year ended
December 31, 2016, including under
the heading "Risk Factors and Uncertainties", and in The Stars
Group's management's discussion and analysis for the three and nine
months ended September 30, 2017,
including under the headings "Risk Factors and Uncertainties",
"Limitations of Key Metrics and Other Data" and "Key Metrics", each
available on SEDAR at www.sedar.com, EDGAR at www.sec.gov and The
Stars Group's website at www.starsgroup.com, and in other filings
that The Stars Group has made and may make with applicable
securities authorities in the future. Investors are cautioned not
to put undue reliance on forward-looking statements or information.
Any forward-looking statement or information speaks only as of the
date hereof, and The Stars Group undertakes no obligation to
correct or update any forward-looking statement, whether as a
result of new information, future events or otherwise, except as
required by applicable law.
SOURCE The Stars Group Inc.