NYX Gaming Group Limited Announces Amendment to Arrangement Agreement with Scientific Games and Waiver of Standstill

LAS VEGAS, Nov. 21, 2017 /CNW/ - NYX Gaming Group Limited (TSXV: NYX) ("NYX") today announced that it has entered into a first amendment dated November 21, 2017 (the "Amendment") to the arrangement agreement (the "Arrangement Agreement") dated September 20, 2017 between NYX and Scientific Games Corporation ("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 the shareholder vote in December or not move forward for other specified reasons, Scientific Games will commence a contractual takeover offer to NYX shareholders. This 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) and would be for the same share price contained in the Arrangement Agreement.

In addition, NYX has agreed to waive the existing standstill with Scientific Games contained in the agreement between NYX and Scientific Games 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.

Copies of the Amendment and a side letter agreement between NYX and Scientific Games will be filed by NYX under applicable Canadian securities laws and will be available under the NYX's profile on SEDAR at www.sedar.com.

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 symbolTSXV: NYX.

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; potential litigation related to the proposed transaction; disruption of NYX's current plans and operations as a result of the proposed transaction; the ability of NYX 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; and the other risks, uncertainties and important factors contained and identified (including under the heading "Risk Factors") in 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 NYX undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. NYX is responsible for the information in this press release concerning NYX. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving NYX and Scientific Games. NYX intends to file with Canadian securities regulators via SEDAR (www.sedar.com) a management information circular and certain related materials in connection with the proposed transaction with Scientific Games. The information circular will be sent or given to the shareholders of NYX and will contain important information about the proposed transaction and related matters. NYX GAMING GROUP'S SECURITY HOLDERS ARE URGED TO READ THE INFORMATION CIRCULAR REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

In addition, security holders of NYX will be able to obtain free copies of the information circular from NYX by contacting Dennis Fong, NYX's Investor Relations representative, by phone at [phone] or email at [email protected].

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.

SOURCE NYX Gaming Group Limited

Company Contacts: Investor Relations: Dennis Fong [phone], Investor Relations, [email protected]; Media Relations: NYX: Huw Thomas, [phone], Group Chief Strategy and Marketing Officer, [email protected]; Legal: NYX: Todd F. McTavish [phone], Chief Legal Officer & Corporate Secretary

Related Links

www.nyxgg.com