NYX Gaming Group Limited last week announced that it had entered into a share purchase agreement to acquire the entire issued share capital of Amaya (Alberta) Inc., formerly Chartwell Technology Inc. and CryptoLogic Limited, each of which is a wholly owned subsidiary of Amaya Inc. Earlier this year, Amaya announced its intention to divest the B2B business and its other non-core B2B assets in order to pay down debt and/or buy back shares. Amaya had previously granted NYX a right-of-first-offer to acquire the B2B business concurrent with Amaya’s sale of Ongame Network Ltd. to NYX in November 2014.
NYX will acquire the B2B Business for C$150.0 million (US$119 million) in cash, subject to working capital adjustments. The B2B business is being acquired on a cash-free, debt-free basis. The acquisition is anticipated to close before the end of the third quarter of 2015 and is subject to financing and other customary closing conditions. As part of the acquisition, on closing NYX will enter 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 B2B business owns some of the world’s leading gaming content, which consists of approximately 300 games and has integrated onto its remote gaming server top game titles from several of the world’s leading game developers. The B2B business also operates a real-money gaming platform and services some of the top online casino providers. For the fiscal year 12 month unaudited period ending December 31, 2014, the B2B business generated approximately CAD$17.4 million in revenue and an earnings before interest, taxes, depreciation and amortization (EBITDA) loss of approximately CAD$7.6 million. Management expects substantial synergies as a result of the Acquisition of approximately CAD$7 to CAD$9 million (of which over half is expected to be realized in the first twelve months), excluding the revenues generated from the licensing agreement.
The licensing agreement will have a term of six years and will provide Amaya with access to the combined library of NYX content and the newly acquired Chartwell and Cryptologic content.
Highlights of the acquisition and the licensing agreement include:
• Provides NYX with a customer that management believes will be one of the world’s fastest growing online casino operations;
• Will increase NYX’s game library from approximately 350 to 650 games and its customer base from approximately 130 to over 170;
• Minimum license commitment by Amaya Casino of CAD$12.0 million per year to NYX for each of the first three years of the licensing agreement, as the Amaya casino business achieves scale;
• NYX proprietary content will be prominently displayed across the Amaya casino slot pages;
• Expected to generate substantial synergies of approximately CAD$7.0 to CAD$9.0 million, excluding the revenues generated from the Licensing Agreement;
• Materially accretive to near-term earnings per share; and
• Increases NYX’s operating and public markets profile.
NYX intends to finance the acquisition through a combination of cash on hand, new debt and/or issuance of equity. Canaccord Genuity Corp. is acting as exclusive financial advisor for NYX with respect to the Acquisition.
“We are excited about this acquisition and partnership, which will provide NYX with additional leading gaming content and access to what we believe will be one of the world’s fastest growing online casinos. As part of our agreement to acquire Ongame we negotiated a right of first offer to purchase the Cryptologic and Chartwell business as we saw it as highly strategic to our existing business. This transaction completes the strategy we embarked upon with Ongame. We believe there to be a substantial growth opportunity in the PokerStars and Full Tilt casino offering, which we anticipate benefiting from as part of our licensing agreement with Amaya. We have substantial equity and debt financing options available to us to fund the acquisition,” said Matt Davey, CEO of NYX.
“We are pleased to further deepen our relationship with NYX as a strategic partner and supplier to our B2C online casino operations,” said David Baazov, CEO of Amaya. “This transaction is consistent with our stated strategy of divesting our non-core B2B assets, while still giving us the ability to offer popular games and new and innovative titles on a regular basis from Chartwell, CryptoLogic, and now NYX.”
