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May 20, 2016. NYX Gaming Group Limited ("NYX" or the "Company")(TSX-V: NYX) is pleased to announce today that it has closed the previously announced acquisition (the “Acquisition”) of OB Topco Limited (“OpenBet”). The Acquisition was previously announced on April 4, 2016. As a result, NYX has acquired 100% of the issued and outstanding shares of OpenBet from funds managed by Vitruvian Partners LLP, its co-investors and management (the “Sellers”) for total consideration of £270.0 million, financed through a combination of (i) new senior secured credit facilities; (ii) convertible preference shares in a new wholly-owned subsidiary called NYX Digital Gaming (OB Holdings) Limited (“Holdco”) incorporated for the purpose of the Acquisition (the “Convertible Preference Shares”); (iii) a private placement of new unsecured convertible debentures, which have converted into Special Warrants (as defined below) of the Company and (iv) a “bought deal” private placement offering of subscription receipts.
The Acquisition builds on the Company’s commitment to deliver premium end-to-end gaming solutions to clients in regulated gaming markets across the globe.
By combining two of the world’s most established and proven B2B betting and gaming suppliers, NYX is uniquely positioned to provide customers with exciting player-driven solutions across all verticals and channels - through best-of-breed content, proven technology and a full suite of industry-leading products and services.
Following the Acquisition, NYX will become the leading B2B omni-channel Sportsbook operator in the market and the supplier of choice to over 200 gaming operators globally with an extensive library of desktop and mobile game titles including 700+ on NYX platforms and 2000+ on the OpenBet platform. NYX now has a combined workforce of 1100 staff based in 14 countries across Europe, North America, Asia, New Zealand and Australia.
“Today is an exciting day for NYX as we look to the next phase of the company’s growth. We now turn our focus to planning and executing the strategy to leverage the collective strengths and benefits of scale that the combined business brings to our customers and shareholders,” commented Matt Davey, Chief Executive Officer, of the Company. Mr. Davey added, “The acquisition reinforces our position as the leading provider of regulated B2B digital gaming solutions.”
NYX is also pleased to announce that Holdco has closed the previously announced issuance of Convertible Preference Shares, issued to each of William Hill plc and Sky Betting and Gaming. The Convertible Preference Shares are convertible into ordinary shares (an “Ordinary Share”) of the Company pursuant to certain specified events and subject to certain conditions as required by the TSX Venture Exchange (the “TSXV”).
While the Company is listed on the TSXV, the Convertible Preference Shares may be converted into a maximum of 68,000,000 Ordinary Shares, based on a deemed conversion price of a minimum of $2.75 per Ordinary Share. The Convertible Preference Shares also carry a “make-whole” provision, which provide for a payment-in-kind (“PIK”) coupon and an adjustable interest rate not to exceed 14.42% per annum. The PIK will be payable in Ordinary Shares at the then prevailing market price in accordance with the policies of the TSXV.
The Ordinary Shares to be received on conversion of the Convertible Preference Shares are subject to a customary hold period expiring September 21, 2016 in accordance with applicable securities laws.
Concurrent with the closing of the Acquisition, NYX also completed the second tranche of the previously announced bought deal private placement with the issuance of 12,200,000 special warrants of the Company (the “Special Warrants”) to certain investors on a private placement basis. Each Special Warrant will automatically convert into one Ordinary Share and one-quarter of an ordinary share purchase warrant (each whole warrant, a “Warrant”) upon the earlier of (i) the third business day following the issuance of a final receipt for a prospectus qualifying the distribution of the Ordinary Shares and Warrants, and (ii) September 21, 2016. Each whole Warrant will entitle the holder to acquire one Ordinary Share of NYX for an exercise price of $3.50 per Ordinary Share at any time for a period of three years from the date hereof.
The Company is also pleased to announce that the previously announced subscriptions for approximately $7.0 million aggregate principal amount of debentures (the “Subscriptions”) and warrants of the Company representing 96% coverage on the Subscriptions have now closed.
Canaccord Genuity and Macquarie Capital (USA) Inc. acted as exclusive financial advisors to NYX in connection with the Acquisition. Morgan Stanley & Co. International plc acted as financial advisor to the Sellers. NYX was represented by Stikeman Elliott LLP and acted as Canadian counsel and Dentons UKMEA LLP acted as U.K. counsel. The Sellers were represented by Dickson Minto W.S., who acted as U.K. counsel.
For Media Enquiries please contact:
Tammy Schuiling, Head of Marketing
NYX Gaming Group
Olivia Gillibrand, Head of Marketing
For Investor Relations Enquiries please contact:
Joann Head, Investor Relations Manager
NYX Gaming Group
About NYX Gaming Group Limited
NYX Gaming Group Limited is a leading digital gaming provider headquartered in Las Vegas, USA with a staff of more than 1100 employees based in 14 countries across Europe, North America, Asia, New Zealand and Australia. The Company provides one of the world’s largest portfolios of leading content and technology to some of the foremost gaming operators, lotteries and casinos across the globe. NYX also has one of the broadest distribution bases in the industry with over 200 unique customers and the widest portfolio of content available from their own global studios and broad partner network. The diversified game catalogue delivers content across web and mobile formats, focusing on bingo, casino, lottery and Sportsbook verticals.
NYX Gaming Group Limited is listed on the TSX Venture Exchange under the symbol (TSXV: NYX).
Certain statements included herein, including those that express management’s expectations or estimates of NYX’s future performance, constitute “forward-looking statements” within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “potential” or the negative of these terms or other similar expressions. Forward-looking statements in this press release include, but are not limited to, statements with respect to: expectations or projections about strategies and goals for growth and expansion, anticipated revenue and realization of cost synergies associated with the Acquisition.
Forward looking statements are based on certain assumptions regarding OpenBet’s expected growth, results of operations, performance, industry trends and growth opportunities. Additional key assumptions on which forward-looking information is based include assumptions about regulatory decisions and outcomes, access to capital markets and the realization of the anticipated benefits and synergies of the Acquisition. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that could cause actual results to differ materially from those expressed or implied in such statements. Investors are cautioned not to put undue reliance on forward looking statements. Applicable risks and uncertainties include, but are not limited to: credit, market, currency, operational, liquidity and funding risks, including changes in economic conditions, interest rates or tax rates, the impact of government regulation on the on-line gaming industry and the risk that such regulation is subject to change, competition from other providers of online gaming services, the possibility that the Company will be unable to successfully integrate OpenBet’s business as described herein, the risks associated with international and foreign operations, the impact of consolidations in the online gaming industry and the other risks identified under the heading “Risk Factors” in the Company’s annual information form dated April 26, 2016 as filed on SEDAR at www.sedar.com, and in other filings that NYX may make with applicable securities authorities in the future. The forward-looking statements contained herein reflect NYX’s current views with respect to future events, and except as required by law, NYX does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events, or otherwise. Any forward-looking statements or facts (including financial information) related to OpenBet’s business discussed or disclosed herein are derived from information obtained from OpenBet and publicly available sources and has not been independently verified by the Company. 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.