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Las Vegas, November 21, 2017 – 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
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.
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
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
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.
Dennis Fong +1 416-283-9930
NYX: Huw Thomas +1 702-816-0415
Group Chief Strategy and Marketing Officer
NYX: Todd F. McTavish +1 702-586-8428
Chief Legal Officer & Corporate Secretary
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 forwardlooking
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
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
(647) 797-3376 or email at email@example.com.
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