Scientific Games Acquires Ordinary Shares of NYX Gaming Group
LAS VEGAS, Nov. 21, 2017 /PRNewswire/ Scientific Games Corporation (SGMS) ("Scientific Games") today announced that itacquired ownership of 11,600,000ordinary shares (the "Acquired Shares") of NYX Gaming Group Limited (TSXV: NYX) ("NYX"), representing approximately10.72% of theissued andoutstanding ordinary shares of NYX (the "Ordinary Shares"). The Acquired Shares were purchasedthrough the facilities of the TSX Venture Exchangeat prices ranging from CAD$2.22to CAD$2.35per share, representing an aggregate purchase price of CAD$27,054,565.
Prior to the transaction, Scientific Gamesdid not own, directly or indirectly, any Ordinary Shares.
As announced earlier today,Scientific Games and NYXentered into a first amendment dated November 21, 2017 (the "Amendment") to the arrangement agreement dated September 20, 2017 between Scientific Games and NYX(the "Arrangement Agreement").Under the Amendment, Scientific Games and NYX have agreed that should the acquisition of NYX by Scientific Games (the "Acquisition") not be approved by shareholders of NYX at the shareholder vote in December or not move forward for other specified reasons, Scientific Games willmakea contractual takeover offer to NYX shareholders (the "Takeover Offer")forthe same share price contained in the Arrangement Agreement.This reaffirms the companies' commitment to move forward together.
In addition,earliertoday NYX agreed to waive the existing standstill with Scientific Games contained in the agreement between Scientific Games and NYX so that Scientific Games and its affiliatescouldpurchase any ordinary, preferred or other equity securities of NYX or any of its subsidiaries.
In the future,Scientific Games may acquireadditionalOrdinary Shares pursuant to the Acquisition,theTakeoverOffer, market or private purchasesoranyother means.However, Scientific Games may from time to timealsodispose of securities of NYX.
This press releaseis being issuedpursuant to the requirements of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issuesof the Canadian Securities Administrators. An early warning report with additional information in respect of the foregoing matters will be filed andavailable on the SEDAR profile of NYX atwww.sedar.com.
For further information or to obtain a copy of the early warning report,you may contact:
Michael Quartieri +1 702-532-7658
Executive Vice President and Chief Financial Officer
Susan Cartwright +1 702-532-7981
Vice President, Corporate Communications
About Scientific Games
Scientific Games Corporation (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.
2017 Scientific Games Corporation. All Rights Reserved.
This document 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 NYX's shareholders and 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 document are made only as of the date hereof and Scientific Games does not undertake 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. 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 document. Readers are cautioned not to place undue reliance on any of these forward-looking statements.<