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NYX Gaming Group Limited (TSX-V: NYX) agreed to acquire OpenBet (OB Topco Ltd), the #1 regulated digital gaming supplier globally, from private equity firm Vitruvian Partners LLP, its co-investors and management, for £270 million. As part of the deal, UK bookmaker William Hill (LSE: WMH) and British gambling company SkyBet, owned by CVC Capital Partners and Sky plc, will be investing £80.0 million and £20.0 million, respectively. The deal will also be funded through a “bought deal” CAD $150 million private placement led by Canaccord Genuity Corp. and Macquarie Capital Markets Canada Ltd. The purchase price includes repayment of OpenBet’s £95.4 million existing third party debt. As at December 31, 2015, OpenBet had total assets of £144.5 million and total liabilities (including shareholder loans) of £307.2 million. The boards of directors of NYX and OpenBet have unanimously approved the transaction. The transaction will join together two of the world’s most established and proven suppliers to create an organization that will deliver the leading end to end solution for regulated gaming markets. The combined strength of the two businesses will provide customers around the globe with premium betting and gaming solutions across all channels. In 2011 Vitruvian acquired OpenBet in a £208m management buy-out from digital pay-TV technology solutions provider NDS Group plc, owned by News Corporation and Permira funds. Founded in 1996, OpenBet powers the largest share of the world’s online bets with global software deployments in multiple, regulated gaming jurisdictions. With six offices worldwide including North America, Australia, Singapore and London, over 20 customers in the online gaming industry and over 200 integrated partners worldwide, OpenBet provides a truly open gaming platform and a product suite that ensure the very best and most flexible solutions available. “The acquisition of OpenBet by NYX completes the portfolio of industry leading products and services we offer to our customers. They are two highly complementary businesses with key strengths in regulated markets, technology services and gaming content. It positions NYX as the leading provider of B2B betting and gaming solutions on a global scale. We are looking forward to working with OpenBet and their customers to help them to deliver world class experiences to their players” said Matt Davey, CEO of NYX. Jeremy Thompson-Hill, CEO of OpenBet further commented: “The joining of OpenBet and NYX is a natural union born out of synergies in product, the customer base and, importantly, culture. It will enable us to leverage our knowledge, strengths and resources to deliver our customers with best-in-class products and technologies across all verticals and channels.” Robin Chhabra, Group Director of Strategy & Corporate Development at William Hill commented: “I am delighted that William Hill is supporting NYX’s vision for growth and expansion into sports betting alongside its strong gaming proposition. Our investment in NYX builds on our long standing relationship with both NYX and OpenBet.” Richard Flint, CEO of SkyBet added: “Sky Betting & Gaming is thrilled to be supporting the acquisition of OpenBet by NYX. OpenBet is a market-leading platform that we have worked closely with for a number of years. We are confident that NYX will be excellent owners of OpenBet and will bring a fresh perspective to the business that will benefit all of their customers. We’re excited about the long term future of this business” The transaction is subject to customary conditions and approvals, including regulatory and stock exchange approvals, and is expected to close in May 2016. Canaccord Genuity and Macquarie Capital (USA) Inc. are acting as exclusive financial advisors to NYX in connection with the transaction. The underwriters are represented by Cassels Brock and Blackwell LLP. Morgan Stanley & Co. International plc is acting as financial advisor to the sellers. NYX is represented by Stikeman Elliott LLP and Dentons UKMEA LLP acting as U.K. counsel. The sellers are represented by Dickson Minto W.S., acting as U.K. counsel. In addition to the OpenBet acquisition, NYX said it has also reached an agreement to sell its European Poker Business, a division within the business known as Ongame. As part of the agreement, a partner with proven experience in the industry will take on all costs, customer contracts and development for the poker product. NYX will retain both a significant share of the new poker business and exclusive rights to use the poker product across North America. The agreement is effective as of March 31st, 2016. NYX Gaming Group is a premier digital gaming supplier headquartered in Las Vegas, with a staff of more than 445 employees based in 8 countries across Europe, North America and Australia. The company provides one of the world’s largest portfolios of leading content and technology to some of the foremost gaming operators, lotteries and casinos across the globe. NYX also has one of the broadest distribution bases in the industry with over 170 unique customers and a collective game catalog of over 650 games. The market leading game catalog includes slots, table games, scratch cards, lottery, bingo and poker available across web and mobile formats. Vitruvian Partners is an independent private equity firm that specializes in middle-market buyouts, growth buyouts and growth capital investments in the UK and elsewhere in Northern Europe. its experience as principals in the industry dates back to 1990. the firm targets investments of €30 million to €150 million in companies with an enterprise value of typically €50 million to €500 million. Although the firm is not bound by industry sectors, it believes dynamic situations — where the opportunity to create value exists through change — are more prevalent in faster moving, less capital intensive industries such as Media, IT, Telecoms, Financial Services, Business Services, Healthcare and Leisure.]]>