BRIEF-NYX Gaming Group announces new shareholder meeting date and announces new commercial partnership with Scientific Games

NYX also announced that it has filed an action in the Chancery Division of the Superior Court of New Jersey, Atlantic County against William Hill Steeplechase Limited and William Hill Plc (together, “William Hill”) and certain of William Hill’s officers and directors. NYX alleges that its shareholder William Hill has engaged in wrongful conduct in violation of the New Jersey Antitrust Act in attempting to block the Acquisition, which will bring great benefits to the nascent regulated sports betting industry. The complaint seeks injunctive relief, treble damages and attorney’s fees for violations of the New Jersey Antitrust Act, and also alleges tortious interference with economic advantage, and tortious interference with contract, and seeks punitive damages.

In addition, NYX announced today that it has entered into an exclusive agreement with Scientific Games regarding the development and distribution of a new sports betting platform in the United States. The agreement sets forth, on a legally binding basis, the key terms of a proposed commercial partnership to be agreed between NYX and Scientific Games to be incorporated into a new commercial agreement between the parties (the “Commercial Agreement”).

Pursuant to the terms of the Commercial Agreement, Scientific Games will commit to make an investment of US$30 million in the aggregate (of which $1 million is immediately due and payable to NYX, with the remaining sums to be paid on a timetable to be mutually agreed by the parties) to fund the development of a new sports betting platform by NYX for use in the U.S. (the “U.S. Platform”). The U.S. Platform would include the betting engine, trading tools and other features to be mutually agreed upon.

Scientific Games will be granted the right to be the exclusive third-party distributor with respect to the U.S. Platform in all territories within the U.S. where sports betting is legalized for a term of ten years commencing upon the first commercial deployment of the U.S. Platform in the U.S. NYX would continue to own all of its existing and newly developed technology under the terms of Commercial Agreement. Given that Scientific Games is the largest lottery and gaming supplier in the U.S., is licensed in every significant jurisdiction in the U.S., and has relationships with virtually every major operator, partnering with NYX on a mutually exclusive basis will enhance and accelerate NYX’s distribution capability in the U.S. and would represent a highly value-creating opportunity for both parties.

“This agreement represents an important step forward for NYX as we continue to position ourselves for greater expansion in the North American market,” said Matt Davey, Chief Executive Officer of NYX. “As evidenced by the recent positive legislation for online gaming in Pennsylvania, the market potential continues to grow, and Scientific Games provides a fantastic partner to take advantage of these opportunities. We are excited to move forward at pace in this market.”

This agreement with Scientific Games may be terminated (i) by mutual agreement of Scientific Games and NYX, (ii) by either Scientific Games or NYX if the arrangement agreement dated September 20, 2017 in respect of the Acquisition (the “Arrangement Agreement”) is terminated in connection with NYX entering into a superior proposal or the board of NYX making a change in recommendation and in either case the superior proposal is consummated, or (iii) by NYX if the Arrangement Agreement is terminated in circumstances where the Acquisition is not approved by at least 51% of the votes of NYX shareholders (excluding William Hill and its affiliates) at the shareholders meeting.