Scheme Achieves Broad Shareholder Support with 90 Percent
of Voting Shareholders Approving the Scheme
Acquisition Scheduled to Close in Early
January
LAS VEGAS, Dec. 20, 2017 /CNW/ -- 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:
|
Number of
Scheme Shares
Voted
|
Percentage of
Scheme Shares
Voted
|
Number of
Scheme
Shareholders
Who Voted
|
Percentage of
Scheme
Shareholders
Who Voted
|
Percentage of
Scheme
Shareholders Who Voted
Excluding Interested
Parties
|
FOR
|
49,812,631
|
99.57%
|
9
|
90.0%
|
99.42%
|
AGAINST
|
214,395
|
0.43%
|
1
|
10.0%
|
0.58%
|
TOTAL
|
50,027,026
|
100.0%
|
10
|
100.0%
|
100.0%
|
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
|
FOR
|
88,925,014
|
99.83%
|
AGAINST
|
155,730
|
0.17%
|
TOTAL
|
89,080.744
|
100.0%
|
Next Steps
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.
About NYX
NYX Gaming Group Limited (TSXV: NYX) is a leading digital gaming
provider, headquartered in Las
Vegas, USA, 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.
The award-winning NYX OGS™ (Open Gaming System), which allows
licensees to leverage the best-of-breed, multi-vendor casino
content from around the world, is acknowledged to be the industry's
market-leading gaming offering. From its own studios and a broad
partner network of the most innovative third party suppliers, NYX
offers customers the widest portfolio of content available, with
access to more than 2,000 game titles, via OGS™.
In addition, NYX's award winning sports betting division OpenBet
is utilized and trusted by leading sports book operators, with its
scale and performance world-renowned. In 2016, the OpenBet
Sportsbook processed more than two billion bets and broke new
records at the 2017 Grand National, where it processed 68,000 peak
bets-per-minute.
NYX Gaming Group Limited is listed on the TSX Venture Exchange
under the symbol TSXV: NYX.
About Scientific Games
Scientific Games Corporation (NASDAQ: SGMS) is a 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. For more
information, please visit www.scientificgames.com
Company Contacts
Investor
Relations:
Scientific Games: Michael Quartieri +1 702-532-7658
Executive Vice President and Chief Financial Officer
NYX: Dennis Fong +1
416-283-9930
Investor Relations
investor.relations@nyxgg.com
Media Relations:
Scientific Games:
Susan Cartwright +1 702-532-7981
Vice President, Corporate Communications
susan.cartwright@scientificgames.com
NYX: Huw Thomas +1
702-816-0415
Group Chief Strategy and Marketing Officer
huw.thomas@nyxgg.com
Legal:
NYX: Todd F.
McTavish +1 702-586-8428
Chief Legal Officer & Corporate Secretary
Forward-Looking Statements
This press release includes "forward-looking statements" and
"forward-looking information" (collectively "forward-looking
statements") within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 and Canadian securities laws.
Forward-looking statements describe future expectations, plans,
results or strategies and can often be identified by the use of
terminology such as "may," "will," "estimate," "intend," "plan,"
"continue," "believe," "expect," "anticipate," "estimate,"
"should," "could," "potential," "opportunity," or similar
terminology. These statements are based upon management's
current expectations, beliefs, assumptions and estimates and are
not guarantees of timing, future results or performance.
Similarly, statements herein that describe the proposed
transaction, including its financial impact, and other statements
of management's expectations, beliefs, assumptions, estimates and
goals regarding the proposed transaction are forward-looking
statements. It is uncertain whether any of the events or results
anticipated by the forward-looking statements (including
consummation of the proposed transaction) will transpire or occur,
or if any of them do, what impact they will have on the results of
operations and financial condition of the combined company or the
price of Scientific Games' stock. These forward-looking statements
involve certain risks and uncertainties and other factors that
could cause actual results to differ materially from those
indicated in such forward-looking statements, including but not
limited to: uncertainties as to the timing of the consummation of
the proposed transaction and the ability of the parties to
consummate the proposed transaction; the satisfaction of the
conditions precedent to consummation of the proposed transaction,
including the approval of the Royal Court of Guernsey; the ability
to obtain required regulatory and gaming approvals at all or in a
timely manner; the ability to obtain the debt financing necessary
to consummate the proposed transaction; potential litigation
related to the proposed transaction; disruption of NYX's or
Scientific Games' current plans and operations as a result of the
proposed transaction; the ability of NYX or Scientific Games to
retain and hire key personnel; competitive responses to the
proposed transaction; unexpected costs, charges or expenses
resulting from the proposed transaction; the ability of Scientific
Games to successfully integrate NYX's operations, product lines and
technology; the diversion of management's attention from Scientific
Games' and NYX's ongoing business operations; the ability of
Scientific Games to implement its plans, forecasts and other
expectations with respect to NYX's business after the completion of
the transaction and realize additional opportunities for growth and
innovation; potential adverse effects due to foregoing
opportunities that Scientific Games might otherwise pursue absent
the pendency of the proposed transaction; the ability of Scientific
Games to realize the anticipated synergies from the proposed
transaction in the anticipated amounts or within the anticipated
timeframes or costs expectations or at all; the ability to maintain
relationships with Scientific Games' and NYX's respective
employees, customers, other business partners and governmental
authorities; and the other risks, uncertainties and important
factors contained and identified (including under the heading "Risk
Factors") in Scientific Games' filings with the SEC, such as its
Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and
Current Reports on Form 8-K, and NYX's filings with Canadian
securities regulators, any of which could cause actual results to
differ materially from the forward-looking statements. The
forward-looking statements included in this press release are made
only as of the date hereof and neither Scientific Games nor NYX
undertakes any obligation to update any forward-looking statements
whether as a result of new information, future events or otherwise,
except as may be required by applicable law. NYX is
responsible for the information in this press release concerning
NYX and Scientific Games is responsible for the information in this
release concerning Scientific Games. To the maximum extent
permitted by law, none of Scientific Games, its directors,
employees or agents accepts any liability for any loss arising from
the use of NYX information contained in this communication. Readers
are cautioned not to place undue reliance on any of these
forward-looking statements.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX
VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
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SOURCE Scientific Games Corporation