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Reaffirming its Commitment to the North American Market
TORONTO, May 28, 2015 /CNW/ - NYX Gaming Group Limited ("NYX" or the "Company") (TSX-V: NYX) is pleased to announce that it has acquired the remaining 50% interest in Sportech-NYX Gaming, LLC ("SNG") from its joint-venture partner Sportech Games Holdco, LLC ("Sportech"). As a result of this acquisition, NYX now wholly-owns SNG (the "Acquisition"). The Acquisition signifies NYX's commitment to further expand its brand presence and customer relationships within North America.
NYX acquired SNG for consideration of up to C$25.1 million, payable as follows:
- C$10.0 million in cash:
- C$5.0 million at closing;
- C$5.0 million as early as within 3-business days post-closing of NYX's financing of the pending acquisition of the entire issued share capital of Amaya (Alberta) Inc., formerly Chartwell Technology Inc. and CryptoLogic Limited,
- Up to C$3.0 million for non-New Jersey, USA customers acquired by SNG over the next 5 years (limited to C$1.0 million per new customer for a maximum total of three customers); and,
- The remaining C$12.1 million to be satisfied through the issuance of 2,200,000 ordinary shares of NYX at C$5.50 per share within 8 business days of closing.
- Allows NYX to retain 100% of the economics with its existing land-based online gaming partners: Resorts Casino Hotel in Atlantic City, New Jersey ("Resorts") and Caesars Interactive Entertainment New Jersey, LLC ("Caesars");
- Provides NYX with full economics to North American markets outside of the State of New Jersey for deferred consideration of up to C$3.0 million;
- Operational and administrative synergies of approximately C$4.0 million per annum by consolidating operations with NYX's existing activities in New Jersey;
- Strengthens NYX's relationship with Resorts to pursue other opportunities within New Jersey; and,
- Is accretive to NYX's earnings per share based on existing customer relationships within New Jersey.
Sportech has agreed to lock-up the share consideration for a 12-month period and has also agreed to provide managerial services to NYX for a period of 60 days in order to transition the sales, marketing and operational services that Sportech previously provided to the joint-venture.
In December 2013, NYX entered into a joint-venture with Sportech and formed SNG to develop an online casino for Resorts. As a result of this joint-venture arrangement, NYX strengthened its presence in the U.S. interactive gaming market. Following receipt of a transactional waiver from the New Jersey Division of Gaming Enforcement ("NJDGE") in February 2015, NYX launched its online real money gaming platform for Resorts (SNG's first customer in New Jersey).
"We've enjoyed a strong partnership with Sportech and look forward to opportunities to work together in the future", said Matt Davey, Chief Executive Officer of NYX. "This transaction strengthens our position as the leading digital B2B provider in the North American market. During the next few years, we look forward to expanding into other parts of the U.S."
NYX financed the cash portion of the Acquisition through its available cash on hand. The Acquisition is subject to regulatory approvals, including the NJDGE.
About NYX Gaming Group Limited
NYX Gaming Group Limited is headquartered in Las Vegas with development out of Stockholm and Sydney. The group provides market leading content and technology to some of the largest lotteries, casinos and gaming operators across the globe. Through its recent acquisition of Ongame Network Ltd., a real money poker provider since 2001, NYX now offers a B2B poker network in both Europe and the United States. NYX offers a market leading suite of diversified gaming content including casino, poker, bingo and lottery games that players can enjoy on desktop, web and mobile. NYX Gaming Group Limited is listed on the Toronto TSX Venture Exchange (TSX-V: NYX).
Certain information in this news release constitutes forward-looking statements under 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 news release include, but are not limited to, statements with respect to accretive earnings, anticipated revenue and costs synergies associated with the Acquisition. In particular, there can be no assurance that the Acquisition will be completed on terms satisfactory to the Company, if at all. Forward-looking statements are based on certain assumptions about the business regarding expected growth, results of operations, performance, industry trends and growth opportunities. While the Company considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.
Forward-looking statements by their nature necessarily involve risks and uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future events, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and other factors 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 online 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 be unable to successfully integrate the 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 discussed under the heading "Risk Factors" in the Company's final long form prospectus dated December 18, 2014. The foregoing factors are not intended to represent a complete list of the factors that could affect the Company or the Acquisition. The Company does not intend or undertake to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.
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 Ltd.
For further information: Matt Davey, Chief Executive Officer, NYX Gaming Group Limited, +1 (702) 586-8428, www.nyxgg.com; Renée Lam, Investor Relations, TMX Equicom, +1 (416) 815-0700 or +1 (800) 385-5451 ext. 258, [email protected]