Carey Olsen has played a central role in advising its existing client NYX Gaming Group Limited (NYX) in relation to its recommended takeover by Scientific Games Corporation (Scientific Games). The deal valued NYX at approximately Can$775 million and represented a premium of approximately 112% over the closing market price on the day before the deal was announced.
NYX is a Guernsey-incorporated company, headquartered in Las Vegas and listed on the TSX Venture Exchange in Canada. It is one of the fastest growing B2B real-money digital gaming and sports betting platforms in the world and its group includes an Alderney-incorporated subsidiary which is licensed by the Alderney Gambling Control Commission.
As a result of the acquisition, Scientific Games becomes a leading digital provider of sports betting, iGaming and iLottery technologies, platforms, content products and services, which will complement its existing market-leading gaming products and services. The combined group hopes to capitalise on future regulatory developments in real-money wagering and sports betting.
The transaction, which was conducted by way of a Guernsey law scheme of arrangement, was approved by NYX shareholders on 20 December 2017 and sanctioned by the Royal Court of Guernsey on 5 January 2018.
The Carey Olsen team was led by corporate partner Tony Lane and litigation partner Tim Corfield, with assistance from Jamie Oldfield and Tim Bamford. Carey Olsen worked alongside teams from Latham & Watkins in the US and Stikeman Elliott in Canada, together with a number of other specialist advisers in multiple jurisdictions.
Advocate Lane said: "This was a highly complex and fascinating transaction, requiring round the clock attention and we are delighted to have had the opportunity to work so closely with NYX, Scientific Games and all of the other advisers to achieve a successful conclusion of this merger. We have conducted a record number of schemes of arrangement in Guernsey during 2017 and it is fitting that the year ended with the highest value Guernsey scheme to date."
Todd McTavish, Chief Legal Officer of NYX, said: "This was probably the most complex and hard-fought corporate transaction of my career and easily the most interesting. NYX had a multi-layered capital structure, operated in dozens of foreign jurisdictions globally and the online gaming industry is quickly evolving, which gave one the feeling that this acquisition was on the frontier of online gaming and potentially transformative to the industry. Thankfully, we had skilled advocates at Carey Olsen playing a key role, which gave us great comfort that we were in the right hands."
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