Scientific Games Corporation and NYX Gaming Group today announced that they have entered into a definitive agreement (the “Arrangement Agreement”) under which Scientific Games will acquire NYX, further strengthening Scientific Games’ leadership position and ability to provide the broadest portfolio of content, technologies and digital products and services for its global Gaming and Lottery customers.

Under the terms of the transaction, Scientific Games will acquire all of the outstanding ordinary shares of NYX for CAD$2.40 per share, equivalent to an enterprise value of approximately CAD$775 million, or approximately US$631 million.

Strategic Benefits

• Creates Global Digital Gaming and Lottery Powerhouse – Together, Scientific Games, a world leader offering customers a fully integrated portfolio of technology platforms, robust systems, engaging content and services, and NYX, one of the fastest growing B2B real-money digital gaming and sports betting platforms in the world, will form an industry-leading force across iGaming, iLottery and Sports.
• Adds #1 Global Sports Betting Platform to Scientific Games’ Strong Portfolio – Scientific Games will now be perfectly positioned to capitalize on future regulatory developments in real-money wagering and sports betting by adding NYX’s industry-leading OpenBet Sportsbook. NYX’s digital Sportsbook can be seamlessly delivered throughout Scientific Games’ global gaming and lottery networks in existing and future regulated U.S. and global markets.
• Accelerates Growth of Scientific Games Interactive Business – NYX’s worldwide channels, markets and customer base offer new growth opportunities to build on the significant momentum of Scientific Games’ existing interactive gaming business.
• Strengthens and Supports Growth of NYX’s Business – NYX has significant stand-alone strategic momentum, an industry-leading suite of products, a growing global customer base and is the leading digital casino and account platform in North America. The acquisition will add significant new intellectual property, expertise and global reach to NYX, one of the world’s leading digital gaming content and technology companies.
• Transaction Accretive to Earnings and Cash Flow in First Year

“This important transaction creates a global gaming and lottery powerhouse. Scientific Games will be a stronger industry leader offering one of the broadest end-to-end portfolios of engaging content, innovative technologies and digital products and services across gaming and lottery,” said Kevin Sheehan, Scientific Games’ President and Chief Executive Officer. “This strategic and financially compelling acquisition combines NYX’s premier digital gaming and sports betting platforms and expansive distribution network to our own global, industry-leading content, technologies and digital products and services. NYX ideally positions us to capitalize on the growing online gaming and sports betting markets.”

“Scientific Games’ acquisition of NYX will provide immediate and compelling cash value for our shareholders, expand the products and solutions we are collectively able to offer our customers and accelerate the execution of our long-term strategic plan,” said Matt Davey, Chief Executive Officer of NYX.  “We will now have scale, content and product development capabilities, complementary global infrastructure and access to an expanded customer base. We believe Scientific Games is the ideal partner for NYX, and we look forward to working alongside the talented Scientific Games team.”

Transaction Terms and Details

The transaction will be financed with cash on hand and debt.  It represents a 112 percent premium to NYX’s closing stock price on September 19, 2017; and the transaction is expected to be accretive to earnings and cash flow in the first year and leverage neutral at closing.

The Arrangement Agreement provides for the acquisition of the shares of NYX by way of a statutory scheme of arrangement under Guernsey Law, NYX’s jurisdiction of incorporation, and is subject to court approval and the approval of (i) a majority in number of NYX shareholders voting, either in person or by proxy, representing at least 75% in value of the outstanding NYX ordinary shares; and (ii) a simple majority of the votes cast by the holders of NYX ordinary shares, excluding those shares held by certain interested shareholders. The transaction, which was approved by each company’s board of directors, is expected to close in the first quarter of 2018, subject to the satisfaction of certain conditions, including NYX shareholder approval, approval by the Royal Court of Guernsey and receipt of gaming approvals in certain jurisdictions. NYX’s shareholder meeting and court hearing are currently anticipated to occur in the fourth quarter of 2017.