공고 • 6h
Evolution Malta Holding Limited cancelled the acquisition of Galaxy Gaming, Inc. (OTCPK:GLXZ) from a group of shareholders.
Evolution Malta Holding Limited entered into a definitive agreement to acquire Galaxy Gaming, Inc. (OTCPK:GLXZ) from a group of shareholders for $81 million on July 18, 2024. Evolution has agreed to acquire all of the outstanding shares of common stock of Galaxy Gaming for $3.20 per share in cash, which represents a premium of 124% to Galaxy Gaming’s closing share price on July 17, 2024, the last trading day prior to the announcement of the Transaction. The Transaction values Galaxy Gaming at a total equity value of approximately $85 million, and approximately $124 million including net debt. The consideration will be financed with cash on hand. The Company may be required to pay Parent a termination fee of $2,617,339. In addition, Parent may be required to pay the Company a termination fee of $5,234,678. If the merger has not been consummated by October 18, 2025, either Galaxy or Evolution may terminate the Merger Agreement, provided that such date shall be automatically extended to January 18, 2026.
Consummation of the Merger is subject to certain conditions, including approval by at least a majority of the voting power of the outstanding shares of Company Common Stock of the Merger Agreement and the transactions contemplated thereby, including the Merger, and the receipt of certain gaming regulatory approvals. The transaction was unanimously approved by the board of directors. The transaction is expected to close in mid-2025. As of November 12, 2024, Galaxy Gaming stockholders voted to approve the Company’s acquisition by Evolution. As per the filing announced on May 12, 2025, the transaction is expected to be completed in the second half of 2025, subject to satisfaction or waiver of the closing conditions. Upon completion of the Merger, Galaxy Gaming will become a privately held company and shares of Galaxy Gaming common stock will no longer be listed on any public market. As of October 18, 2025, all conditions to the Merger would have been satisfied or waived if the closing had occurred on such date, other than the Gaming Approval Closing Condition. Galaxy continues to anticipate regulatory consideration of the transaction to occur in November or December of 2025, and subject to regulatory approval and satisfaction of all closing conditions, closing of the transaction to occur prior to the end of calendar year 2025. As of November 24, 2025, Evolution and Galaxy anticipate that the proposed acquisition will be approved by relevant regulatory authorities during the first quarter of 2026. The outside date was extended from January 18, 2026 to July 17, 2026. As of March 5, 2026. if the Merger has not been consummated by July 17, 2026 either Galaxy or Evolution may terminate the Merger Agreement. As of July 20, 2026, two remaining gaming regulatory approvals required for the closing of the Merger have not been obtained as of the July 17, 2026, and Evolution has not waived those conditions. Neither party has terminated the Merger Agreement and Galaxy is evaluating its options, including seeking a further extension of the Outside Date to facilitate the closing of the Merger, or terminating the Merger Agreement.
J.P. Morgan SE acted as financial advisor to Evolution. Carlo Zenkner, Hamed Meshki, Andrew Norwich, Rohit A. Nafday, Michael Beinus, Vivek Ratnam, Nisha Kanchanapoomi, Caitlin Bouey, Philippa Bond, Ashley Sinclair, Justin Coddington, Seth Traxler, Joanna Schlingbaum, Lucille Hague, Andrea Agathoklis Murino, Andrea Agathoklis Murino, Shahrzad Sadjadi and Rohit A. Nafday of Kirkland & Ellis LLP acted as legal advisors to Evolution. Macquarie Capital acted as financial advisor and fairness opinion provider to Galaxy Gaming. Michael Treska, Darren Guttenberg, Holly Bauer, Ana O’Brien, Hanno Kaiser, Tomas Nilsson and David Kuiper of Latham & Watkins LLP acted as legal advisors to Galaxy Gaming. Stuart Rogers of Alston & Bird LLP represented Macquarie Capital (USA) Inc. as financial advisor. Macquarie Capital will receive a fee payable upon the consummation of the merger in an amount based upon the transaction value of the merger (currently estimated to be $2.9 million). Macquarie Capital also became entitled to a fee of $600,000 (creditable toward the estimated $2.9 million fee) upon having informed Galaxy that it had substantially completed its work in connection with the rendering of its opinion. Galaxy Gaming retained Innisfree M&A Incorporated, a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $25,000, plus expenses. Pacific Stock Transfer Company acted as transfer agent for Galaxy Gaming. Pierre Heneen, Lauren Bull of KPMG acted as due diligence advisor to Evolution Malta Holding Limited.
Evolution Malta Holding Limited cancelled the acquisition of Galaxy Gaming, Inc. (OTCPK:GLXZ) from a group of shareholders on July 21, 2026. Evolution is required to pay Galaxy Gaming a termination fee of $5.2 million upon termination of the merger agreement, which it intends to do.