NYX Gaming Group (TSXV:NYX) has announced that it has received a notice from William Hill Steeplechase Limited asking that its convertible preference shares be converted into ordinary shares of the company by December 4, 2017 to allow William Hill to vote with the proposed acquisition of NYX by Scientific Games.
As quoted in the press release:
William Hill has been in negotiations with Scientific Games with respect to a potential commercial arrangement following the Acquisition, and has previously stated that William Hill requires terms, including rights to a copy of NYX source code and certain anti-competitive arrangements in US jurisdictions, among other demands, in exchange for voting in support of the Acquisition. William Hillindicated that if Scientific Games does not reach a commercial arrangement, it “will vote against and therefore effectively block” the Acquisition. Prior to receiving the Notice, William Hill indicated that it would make public statements to the effect that “William Hill has concerns” with the Acquisition and “is considering its options” including acquiring further NYX ordinary shares or converting its convertible preference shares to vote in connection with the Acquisition. No agreement has yet been reached between William Hilland Scientific Games.
The Acquisition offers NYX’s shareholders C$2.40 per ordinary share of NYX, in cash, which represents a 112% premium to the closing price of NYX’s ordinary shares on the day prior to the Acquisition’s announcement. Subject to the terms of the convertible preference shares, as of November 6, 2017, William Hill would be entitled to elect to convert such shares into ordinary shares of NYX at an approximate conversion price equivalent to approximately C$3.67 per share, which represents a loss of approximately C$49.7 million to William Hill immediately upon such conversion.