TORONTO, Sept. 20, 2017 (GLOBE NEWSWIRE) — The Stars Group Inc. (Nasdaq:TSG) (TSX:TSGI) today announced that it and one of its wholly-owned subsidiaries, Stars Interactive Holdings (IOM) Limited (â€śStars Interactive IOMâ€ť), entered into a support agreement (the â€śSupport Agreementâ€ť) with Scientific Games Corporation (â€śScientific Gamesâ€ť) relating to the proposed acquisition of NYX Gaming Group Limited (â€śNYXâ€ť) by Scientific Games by way of a court-sanctioned scheme of arrangement under The Companies (Guernsey) Law, 2008, as amended (the â€śTransactionâ€ť). The arrangement agreement entered into by Scientific Games, a wholly-owned subsidiary of Scientific Games and NYX (the â€śArrangement Agreementâ€ť) provides that such wholly-owned subsidiary of Scientific Games will acquire all of the outstanding ordinary shares of NYX (â€śOrdinary Sharesâ€ť) for CDN$2.40 per share payable in cash.
Pursuant to the Support Agreement, Stars Interactive IOM has agreed, among other things, to vote all of the Ordinary Shares held by it in favour of the approval of the Transaction and against any competing acquisition proposal and not to sell or dispose of its securities of NYX until the completion of the Transaction or the termination of the Support Agreement. The Support Agreement can be terminated by The Stars Group or Stars Interactive IOM in certain customary circumstances, including for certain breaches of the Support Agreement by Scientific Games or if the Arrangement Agreement is terminated in accordance with its terms.
The description of the terms of the Arrangement Agreement and Support Agreement contained herein is a summary only and is qualified in its entirety by the terms of the Arrangement Agreement and of the Support Agreement, both of which are expected to be filed by NYX under its SEDAR profile on www.sedar.com.
As previously disclosed in its early warning report dated November 24, 2016, The Stars Group, through Stars Interactive IOM, owns 5,617,716 Ordinary Shares, 40,000 preferred shares (the â€śPreferred Sharesâ€ť) of NYX Digital Gaming (Canada) ULC, which are exchangeable into 9,004,070 Ordinary Shares as of the date hereof, and 1,363,636 Ordinary Share purchase warrants (the â€śWarrantsâ€ť). Each Warrant has an exercise price of $3.50, is exercisable into the same number of Ordinary Shares and expires on April 26, 2019.
Assuming (i) the exchange of the Preferred Shares, and (ii) the exercise of the Warrants held by The Stars Group, in each case on the date hereof and on the basis of 108,200,000 Ordinary Shares issued and outstanding (as disclosed in NYXâ€™s managementâ€™s discussion and analysis for the period ended JuneÂ 30,Â 2017 (the â€śNYX MD&Aâ€ť)), The Stars Group would have beneficial ownership of and control or direction over approximately 13.5% of NYXâ€™s Ordinary Shares on a partially diluted basis (with the denominator equal to the Ordinary Shares issued and outstanding plus the Ordinary Shares issuable to The Stars Group in clauses (i) and (ii) above).
Excluding Ordinary Shares underlying the Preferred Shares and the Warrants, which are in each case deemed to be beneficially owned by The Stars Group, and on the basis of 108,200,000 Ordinary Shares issued and outstanding (as disclosed in the NYX MD&A), The Stars Group has beneficial ownership of and control or direction over approximately 5.2% of NYXâ€™s Ordinary Shares on the date hereof and on an issued and outstanding basis.
Other than as set out above, The Stars Group currently has no other plans or intentions that relate to or would result in any change to its investment in NYX. However, if the Support Agreement or Arrangement Agreement is terminated or the Transaction is not otherwise completed, depending on market conditions, general economic and industry conditions, trading prices of NYXâ€™s securities, NYXâ€™s business, financial condition and prospects and/or other relevant factors, The Stars Group may develop such plans or intentions in the future and, at such time, may from time to time acquire or dispose of securities of NYX. The Support Agreement and the Arrangement Agreement were entered into on September 20, 2017.
An early warning report will be filed by The Stars Group in accordance with applicable securities laws.Â
About The Stars Group
The Stars Group is a leading provider of technology-based products and services in the global gaming and interactive entertainment industries. Through its Stars Interactive division, The Stars Group ultimately owns gaming and related consumer businesses and brands, including PokerStars, PokerStars Casino, BetStars, Full Tilt, StarsDraft, and the PokerStars Championship, PokerStars Festival and PokerStars Megastack live poker tour brands (incorporating aspects of the European Poker Tour, PokerStars Caribbean Adventure, Latin American Poker Tour and the Asia Pacific Poker Tour). These brands together have more than 113 million registered customers globally and collectively form the largest poker business in the world, comprising online poker games and tournaments, sponsored live poker competitions, marketing arrangements for branded poker rooms in popular casinos in major cities around the world, and poker programming and content created for television and online audiences. The Stars Group, through certain of these brands, also offers non-poker gaming products, including casino, sportsbook and daily fantasy sports. The Stars Group, through certain of its subsidiaries, is licensed or approved to offer, or offers under third party licenses or approvals, its products and services in various jurisdictions throughout the world, including in Europe, both within and outside of the European Union, the Americas and elsewhere. In particular, PokerStars is the worldâ€™s most licensed online gaming brand, holding licenses or related operating approvals in 17 jurisdictions.
Cautionary Note Regarding Forward Looking Statements
This news release contains forward-looking statements and information within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable securities laws, including, without limitation, as it relates to the Support Agreement and its obligations thereunder, the Arrangement Agreement, and The Stars Groupâ€™s intentions with respect to its investment in NYX. Forward-looking statements and information can, but may not always, be identified by the use of words such as â€śanticipateâ€ť, â€śplanâ€ť, â€ścontinueâ€ť, â€śestimateâ€ť, â€śexpectâ€ť, â€śmayâ€ť, â€świllâ€ť, â€śprojectâ€ť, â€śpredictâ€ť, â€śpotentialâ€ť, â€śtargetingâ€ť, â€śintendâ€ť, â€ścouldâ€ť, â€śmightâ€ť, â€śwouldâ€ť, â€śshouldâ€ť, â€śbelieveâ€ť, â€śobjectiveâ€ť, â€śongoingâ€ť, â€śimplyâ€ť and similar references to future periods or the negatives of these words and expressions. These statements and information, other than statements of historical fact, are based on managementâ€™s current expectations and are subject to a number of risks, uncertainties, and assumptions, including market and economic conditions, business prospects or opportunities, future plans and strategies, projections, technological developments, anticipated events and trends and regulatory changes that affect us, our customers and our industries. Although The Stars Group and management believe the expectations reflected in such forward-looking statements and information are reasonable and are based on reasonable assumptions and estimates, there can be no assurance that these assumptions or estimates are accurate or that any of these expectations will prove accurate. Forward-looking statements and information are inherently subject to significant business, regulatory, economic and competitive risks, uncertainties and contingencies that could cause actual events to differ materially from those expressed or implied in such statements. Specific risks and uncertainties include, but are not limited to, those identified in The Stars Groupâ€™s Annual Information Form for the year ended December 31, 2016, including under the heading â€śRisk Factors and Uncertaintiesâ€ť, and in The Stars Groupâ€™s managementâ€™s discussion and analysis for the three and six months ended June 30, 2017, including under the headings â€śRisk Factors and Uncertaintiesâ€ť, â€śLimitations of Key Metrics and Other Dataâ€ť and â€śKey Metricsâ€ť, each available on SEDAR at www.sedar.com, EDGAR at www.sec.gov and The Stars Groupâ€™s website at www.starsgroup.com, and in other filings that The Stars Group has made and may make with applicable securities authorities in the future. Investors are cautioned not to put undue reliance on forward looking statements or information. Any forward-looking statement or information speaks only as of the date hereof, and The Stars Group undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
For investor relations and further information regarding the early warning report, including a copy of same (which will be filed on SEDAR at www.sedar.com), please contact:
Tim Foran, Tel: +1.416.545.1325, firstname.lastname@example.org;
For media inquiries, please contact:
Eric Hollreiser, Press@starsgroup.com