Acquisition of Chartwell & Cryptologic Closed News Release Issued: Jul 31, 2015 (9:04am EDT)
NYX Gaming Group Limited Announces Closing of Acquisition of Chartwell and CryptoLogic and Preferred Supplier Licensing Agreement with Amaya
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LAS VEGAS, NV, July 31, 2015 /CNW/ - NYX Gaming Group Limited ("NYX" or the "Company") (TSXV: NYX) announced today that it has completed its previously announced acquisition (the "Acquisition") of the entire issued share capital of Amaya (Alberta) Inc., formerly Chartwell Technology Inc. ("Chartwell") and CryptoLogic Limited ("CryptoLogic" and together with Chartwell, the "B2B Business") from Amaya Inc. ("Amaya") for an initial purchase price consisting of $110 million in cash, subject to a customary working capital adjustment (the "Initial Purchase Price"), and the issuance of $40 million exchangeable preferred shares of a subsidiary of NYX to Amaya. NYX also entered into a preferred supplier licensing agreement with a subsidiary of Amaya to provide certain casino gaming content to Amaya's real-money casino offering, which will be integrated into the PokerStars and Full Tilt branded casino websites.
The Initial Purchase Price was financed through a combination of: (i) the net proceeds of the Company's $105,075,000 bought deal public offering (the "Offering") of $60,075,000 equity subscription receipts and $45 million debt subscription receipts; and (ii) the net proceeds of the Company's private placement of $25 million debt subscription receipts to a US institutional investor (the "US Private Placement"). The Offering was conducted through a syndicate of underwriters led by Canaccord Genuity Corp. ("Canaccord Genuity") and included Cormark Securities Inc., National Bank Financial Inc., Dundee Securities Ltd., Macquarie Capital Markets Canada Ltd., Cantor Fitzgerald Canada Corporation, Global Maxfin Capital Inc. and Mackie Research Capital Corporation.
"We are very excited about the completion of the Acquisition and the partnership with Amaya, which will provide NYX with additional leading gaming content, a broader customer base and access to what we believe will be one of the world's largest online casinos. The long-term preferred supplier licensing agreement provides a fantastic opportunity to showcase our market leading content through direct exposure to the rapidly growing PokerStars and Full Tilt casino offering", said Matt Davey, CEO of NYX.
With the closing of the Acquisition, the equity subscription receipts have been automatically exchanged on a one-for-one basis for one ordinary share of NYX without payment of additional consideration or further action. In addition, the debt subscription receipts have been automatically exchanged on a one-for-one basis for debt units (each debt unit consists of one $1,000 9.0% senior secured debenture and 70 ordinary share purchase warrants) without payment of additional consideration or further action. The equity subscription receipts and the debt subscription receipts, which previously traded on the TSX Venture Exchange (the "TSXV") under the symbols "NYX.R" and "NYX.N", respectively, will be delisted at the close of business today.
In aggregate, 13,500,000 ordinary shares, 4,900,000 warrants and $70,000,000 principal amount of debentures have now been issued and the ordinary shares, warrants and debentures issued pursuant to the Offering will commence trading on the TSXV on July 31, 2015. The warrants and debentures will trade under the symbols "NYX.WT" and "NYX.DB", respectively.
Canaccord Genuity acted as exclusive financial advisor to NYX with respect to the Acquisition.
For further details on the Acquisition, the Offering and the U.S. Private Placement, see NYX's press releases dated April 9, 2015, June 25, 2015 and July 16, 2015, available on SEDAR at www.sedar.com. The Company anticipates providing further details on the Acquisition in a subsequent press release to the market on Tuesday, August 4, 2015.
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 Poker compliments our suite of casino, bingo and lottery games that players can enjoy on desktop, web and mobile. NYX Gaming Group Limited is listed on the TSX Venture Exchange (TSXV: NYX).
Forward-Looking Statements
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, future-oriented financial information and financial outlooks, within the meaning of securities laws, information relating to the anticipated benefits of the Acquisition, including the timing and value of revenue and earnings growth potential. 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 is unable to successfully integrate the B2B Business, 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 and the Company's final short form prospectus dated July 9, 2015. 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; Keith Richards, Investor Relations, TMX Equicom, (416) 815-0700 or 1-800-385-5451 ext. 232, krichards@tmxequicom.com