The takeover of online sports betting specialist NYX Gaming Group Ltd by casino equipment and lottery services provider Scientific Games Corp is under the spotlight because of a legal tussle between NYX Gaming and British betting brand William Hill.
NYX Gaming said in a November 10 press release it had filed a lawsuit in a U.S. court against one of its shareholders, the William Hill betting group, alleging anti-competitive behaviour by the latter, and an attempt to block the acquisition of NYX Gaming by Scientific Games via a CAD775-million (US$610.8 million) deal.
Canada-listed NYX Gaming said it had filed an action in the New Jersey Superior Court in the United States, against William Hill Steeplechase Ltd and William Hill Plc and “certain of William Hill’s officers and directors”.
NYX Gaming alleged William Hill had “engaged in wrongful conduct in violation of the New Jersey Antitrust Act in attempting to block the acquisition”, a deal which it claimed would “bring great benefits to the nascent regulated sports betting industry”.
The complaint sought “injunctive relief, treble damages and attorney’s fees for violations of the New Jersey Antitrust Act”. The suit also alleged “tortious interference with economic advantage, and tortious interference with contract,” and sought punitive damages.
On November 8, William Hill Steeplechase, a Gibraltar-incorporated company, had stated in a press release it was “considering the proposed acquisition of NYX by Scientific Games Corp and no decision has been made at this time”.
The statement from the William Hill unit also said it had issued notice of its intention to convert convertible preference shares it held in NYX Gaming, and had started legal action to allow it to vote such shares at a special meeting of NYX Gaming shareholders.
The William Hill entity accused NYX Gaming of attempting to ”frustrate the contractual rights William Hill obtained when it enabled NYX to purchase OpenBet”.
NYX Gaming had acquired OpenBet – a sports betting brand – in May 2016 for a consideration of GBP270 million (US$354.5 million), according to a press release from OpenBet issued at the time.
Under that deal, NYX Gaming had acquired 100 percent of the issued and outstanding shares of OpenBet from funds managed by Vitruvian Partners LLP, its co-investors and management. The arrangement was financed by NYX Gaming via a combination of new senior secured credit facilities; and convertible preference shares issued to two entities – William Hill Plc and Sky Betting and Gaming Ltd, the latter a U.K.-based sports betting business operating under the SkyBet brand – said OpenBet’s press release at the time.
William Hill Steeplechase asserted in its November 8 statement that William Hill controlled 6.8 million ordinary shares of NYX Gaming and GBP80-million-worth of preference shares of NYX Digital Gaming (OB SPV) Ltd, an indirect wholly-owned subsidiary of NYX Gaming, which William Hill said were “initially convertible into approximately 40,723,339 ordinary shares of NYX,” based on an initial conversion price of CAD3.67 per ordinary share.
Following the conversion of the preference shares, William Hill would own and control 47,523,339 ordinary shares of NYX Gaming, or approximately 31.9 percent of its ordinary shares, said the November 8 statement from William Hill Steeplechase.
In the November 10 release, NYX Gaming additionally announced that it had signed an exclusive agreement with Scientific Games for the development and distribution of a new sports betting platform in the U.S. Under the agreement, Scientific Games will invest US$30 million to fund the development of the new sports betting platform and be granted the right to be the exclusive third-party distributor for a period of 10 years.
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