NYX Gaming Group Limited (“NYX” or the “Company”) 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.