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Scientific Games Buys Stars Group’s Interest in NYX Gaming

US-based games developer Scientific Games has upped the stakes in its ongoing duel with William Hill over the fate of NYX Gaming the B2B software provider that Scientific Games has been seeking to acquire for several months. In the latest move, Scientific Games has purchased the NYX shares owned by another minority interest, The Stars Group.

The deal adds to Sci Games’ efforts to rebuff the interference of William Hill, which has sought to scuttle the deal as the general fortunes of NYX appear to improve. Prior to making the deal, Scientific Games owned no portion of NYX, but the deal with The Stars Group may make Sci Games the largest single owner of NYX stock.

Friday’s deal, for roughly 26% of NYX, brings Sci Games’ ownership share to NYX to nearly 43%, once additional options for controllable shares are executed, which seems likely amid the current battle with Bill Hill. Sci Games had previously announced its acquisition of a separate 10.7% of outstanding NYX stock as it seeks to acquire enough voting control over NYX to fend off a threatened blocking of the deal during a shareholder meeting next month.

The shareholder meeting has also been backed off for another two weeks, to December 20th, as Scientific Games and William Hill attempt some form of negotiations with the intent of either forcing William Hill to go along with the NYX deal (which NYX’s own board of directors has approved). However, the current acrimony will make any deal difficult. A week ago, Scientific Games filed its own legal action against William Hill, adding to the one previously filed by NYX two weeks ago.

William Hill itself owns 32% of NYX Gaming, and according to both Scientific Games and NYX, had made “extortionate” demands in order to allow the Sci Games takeover to occur. Among the demands, according to reports, are non-compete clauses and copies of NYX’s software code that would essentially gut the value of NYX for any other suitor.

 

That’s led to Sci Games going on its own buying spree of NYX Gaming stock, in direct response to William Hill’s threat to acquire enough third-party shareholder votes to scuttle the deal at the December vote. William Hill needs another 18% or so under its control to successfully block the deal, but the Hills must now attempt to acquire that deal out of a pool of just over 25% of third-party votes, rather than the near-70% that existed before Sci Games started buying up NYX Gaming stock.

The Stars Group didn’t too badly for itself in shipping off to Sci Games its own NYX Gaming shares. The announced deal was for about US $69 million. Added to the early 10.7% acquisition, Scientific Games has already invested nearly $90 million in its attempt to rebuff William Hill’s demands, with a few tens of millions more likely already earmarked for the buy-up effort.

Scientific Games and NYX Gaming have also reached a deal reaffirming that if William Hill still finds a way to scuttle the deal during the December vote, then Scientific Games will still honor the acquisition price agreed to in its original deal. That target price represented a significant premium over NYX’s trading range at the time, and triggered a rise in NYX shares that could be destroyed if William Hill succeeds in its blocking efforts.

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