On July 31, 2015, NYX Gaming Group Limited (NYX or the Company) together with its wholly-owned subsidiary, NYX Digital Gaming (Canada) ULC (NYX Digital), completed the acquisition of the entire issued share capital of Amaya (Alberta) Inc., formerly Chartwell Technology Inc., and Cryptologic Limited from Amaya Inc. (Amaya) for an initial purchase price consisting of $110 million in cash, subject to customary working capital adjustments, and the issuance to Amaya of $40 million exchangeable preferred shares of NYX Digital. NYX also entered into a preferred supplier licensing agreement with a subsidiary of Amaya to provide certain casino gaming content to Amaya’s real-money casino offering, which will be integrated into the PokerStars and Full Tilt branded casino websites.
The cash portion of the purchase price was financed through a combination of the net proceeds received from (i) the Company’s “bought deal” public offering of equity and debt subscription receipts; and (ii) the Company’s private placement offering of debt subscription receipts to a US institutional investor. The public offering was conducted through a syndicate of underwriters led by Canaccord Genuity Corp. Concurrently with the closing of the acquisition, the equity subscription receipts were automatically exchanged on a one-for-one basis for one ordinary share of NYX and the debt subscription receipts were automatically exchanged on a one-for-one basis for one debt unit (each debt unit consisting of one $1,000 9.0 per cent senior secured debenture and 70 ordinary share purchase warrants).
Stikeman Elliott LLP acted as counsel to NYX with a team comprising David Weinberger, Matthew Hunt, Slavica Stojimirovic and Cathy Qi (M&A); Martin Langlois, Cara Cornacchia, Charlie McDonald and Marshall Eidinger (securities); and Meaghan Obee Tower, Kristina Vranjkovic, and Duncan Snyder (debt financing).
McGladrey LLP acted as special tax counsel to NYX.
Cassels Brock & Blackwell LLP acted as counsel to the underwriters in connection with the public offering of subscription receipts with a team comprising Andrea FitzGerald, Angela Chu, Zohar Barzilai and Jessica Lee (securities); Jason Arbuck, Josh Calderon and Bryan Woodman (financial services); Stephen Selznick, Alison Hayman and Stephen Henderson (intellectual property) and Matthew Peters and Shaira Nanji (tax).