Bally Gaming And Systems UK Limited entered into a definitive agreement to acquire NYX Gaming Group Limited (TSXV:NYX) from Matt Davey and others for CAD 260 million on September 20, 2017. Under the terms of the transaction, Bally Gaming will acquire all of the outstanding ordinary shares of NYX and shares issued under the ESAP Trust for CAD 2.40 per share in cash. Bally Gaming will pay for the options of NYX based on the difference between the offer per share value of CAD 2.4 and the exercise price of each option. The exchangeable preferred shares will be convertible as per the effective exchange ratio into the shares of the NYX and will be paid as per the offer per share of CAD 2.40. On October 2, 2017, Scientific Games commenced an offering of $350 million (CAD 437.8 million) of senior secured notes due 2025 and intends to use the net proceeds of the notes offering, together with cash on hand and borrowings under its existing revolving credit facility to finance the deal. On November 21, 2017, Scientific Games Corporation acquired ownership of 11.6 million ordinary shares, representing approximately 10.72% of the issued and outstanding ordinary shares of NYX. The acquired shares were purchased through the facilities of the TSX Venture Exchange at prices ranging from CAD 2.22 to CAD 2.35 per share, representing an aggregate purchase price of CAD 27.1 million. In addition, Scientific Games and NYX Gaming Group entered into a first amendment dated November 21, 2017. Under the amendment, Scientific Games and NYX have agreed that should the acquisition of NYX by Scientific Games not be approved by shareholders of NYX at the shareholder vote in December or not move forward for other specified reasons, Scientific Games will make a contractual takeover offer to NYX shareholders for the same share price. On November 23, 2017, Scientific Games Corp. has acquired ownership of 27,376,036 ordinary shares of NYX Gaming Group Ltd., 3,535,178 warrants to acquire ordinary shares of NYX and 40,000 Class A exchangeable preferred shares of NYX Digital Gaming (Canada) ULC, a subsidiary of NYX. Additionally, Scientific Games Corporation entered into a securities purchase agreement to acquire the ownership of Stars Interactive Holdings (IOM) Limited. In the event of termination, either Bally Gaming will be liable to pay a termination fee of CAD 30 million or NYX Gaming will be liable to pay a termination fee of CAD 12.5 million. It is expected that upon completion of the transaction, Matt Davey, current Chief Executive Officer of NYX, will oversee a newly created Digital Gaming and Sports division at Scientific Games, working with the leadership of NYX and SG Interactive, including Leigh Nissim, Managing Director, B2B Interactive of Scientific Games. Matt Davey will report to Kevin Sheehan, Chief Executive Officer and President of Scientific Games. NYX Gaming shall cause each Director of NYX Gaming and its subsidiaries, and those officers of NYX Gaming and its subsidiaries which are identified by Bally Gaming prior to the closing date, to provide their written resignation as a Director or officer (or both) of the NYX Gaming and its subsidiaries immediately prior to the closing date. The transaction is subject approval by the Royal Court of Guernsey, TSXV approval, receipt of required gaming approvals, antitrust approvals, NYX’s shareholder approval and customary closing conditions. The transaction is approved by Scientific Games and NYX’s Board of Directors. The boards of directors of Scientific Games and NYX Gaming Group have unanimously approved the transaction. Closing is not subject to any financing condition or a vote of the Scientific Games’ shareholders. In connection with the transaction, certain shareholders who together hold in the aggregate approximately 18.4 million (or 17%) of NYX’s fully diluted shares, have entered into voting support agreements pursuant to which they have agreed to vote all of their shares in favor of the transaction. This includes Matt Davey, who holds approximately 12.8 million of the fully diluted shares, or 11.8% stake. The transaction is expected to close in the first quarter of 2018. NYX’s shareholder meeting and court hearing are currently anticipated to occur in the fourth quarter of 2017. As of December 20, 2017, the transaction was approved by the shareholders of NYX Gaming and the transaction is expected to close on or around January 5, 2018. The transaction is expected to be accretive to earnings and cash flow in the first year and leverage neutral at closing. Deutsche Bank Securities Inc. acted as financial advisor and George F. Schoen, Evgenia Hochenberg, Ashley Robson Mistretta, Alan Campbell, Megan E. Fitzgerald, Brian C. Mulhall, Caleb B. Rosser, Eric W. Hilfers, Romica Singh, Matthew J. Bobby, Christopher C. Gonnella, J. Leonard Teti II, Peter W. Rogers, Richard Bohm, David J. Kappos, Anthony N. Magistrale, Nicholas Kypriotakis, Brian M. Budnick, Annmarie M. Terraciano and Nicolas R. Yamagata of Cravath, Swaine & Moore LLP, Howard Drabinsky, Paul Collins, George Waggott, Paul Boshyk, Daniel Edmonstone, Annik Forristal, Henry Krupa, Robert Shore, Michael Friedman, Andrew Stirling and Jeffrey Nagashima of McMillan LLP and Kate Storey of Appleby (Guernsey) LLP acted as legal advisors to Bally Gaming. Lazard Frères & Co. LLC and Macquarie Capital Markets Canada Ltd. acted as joint-lead financial advisors to NYX and also provided fairness opinion on the deal. Charles K. Ruck and Michael Treska of Latham & Watkins LLP, Carey Olsen LLP and David Weinberger, Steve Bennett and Omar Soliman, Meaghan Obee Tower, Matt Hunt, Marshall Eidinger and Rachel Wasserman of Stikeman Elliott LLP acted as legal advisors to NYX. Andy Ryde, Emily Raftos, William Turtle, Zsolt Vertessy, Ed Fife, Charlotte Ferard, Gareth Miles of Slaughter and May acted as legal advisor for Bally Gaming And Systems UK Limited. Karrin Powys-Lybbe, John Emanoilidis, Stephen Abrahamson and Riley Harmon of Torys LLP acted as legal advisor to Scientific Games Corporation, parent of Bally Gaming and Systems UK Limited. Bally Gaming And Systems UK Limited completed the acquisition of NYX Gaming Group Limited (TSXV:NYX) from Matt Davey and others on January 5, 2018. The approval of Royal Court of Guernsey was obtained on January 5, 2018. With this closing, NYX ordinary shares are expected to be delisted from the TSX Venture Exchange on or before the close of business on January 10, 2018.