TORONTO — The Stars Group Inc. (TSGI.TO) has agreed to sell all of its stake in NYX Gaming Group Ltd. (NYX.V) for $35.5 million cash to a company that's been working on a friendly takeover of the Las Vegas-based company.

The buyer is Scientific Games Corp. (SGMS.O) which will pay $2.40 for each ordinary share of NYX and each preferred share of NYX Digital Gaming (Canada) ULC purchased from The Stars Group, which owns PokerStars.

Scientific Games has also agreed to a price adjustment for the Toronto-based Stars Group in certain circumstances if it pays more than $2.40 per share to acquire the rest of NYX — which has an enterprise value of about $775 million.

NYX shares closed on Sept. 19 at $1.13 prior to the original announcement of its friendly takeover agreement with Scientific Games. They opened Friday at $2.41, down from a post-offer high of $2.48 on Wednesday.

The original deal between NYX and Scientific Games was announced Sept. 20 and amended on Nov. 21.