Evolution drops Galaxy Gaming acquisition after two years… $5.23 million termination fee
Evolution has terminated its agreement to acquire US table game company Galaxy Gaming. In the two years after the July 2024 agreement, two regulatory approvals never came through, and Evolution will pay a $5.23 million termination fee. The business relationship between the two companies continues.
Key takeaways
- Evolution disclosed on July 21 that it is terminating the Galaxy Gaming acquisition agreement.
- After the July 2024 agreement, two required regulatory approvals did not come through by the deadline.
- Evolution will pay a termination fee of $5,234,678.
- The two companies’ existing commercial relationship and licenses will continue.
Evolution announced on July 21 that it is terminating its merger agreement with US table game developer Galaxy Gaming. It came four days after the July 17 contract deadline passed. Evolution will pay Galaxy a termination fee of $5,234,678.
It was a short filing. The body was just three paragraphs, covering the termination, the fee, and a line saying cooperation will continue. It was a quiet ending for a deal that dragged on for two years.
A deal that began in July 2024
Evolution announced the Galaxy Gaming acquisition in July 2024. It was $3.20 per share in cash, with a deal value of about $85 million including debt. For Evolution, with revenue above €2 billion, it was a small deal. The structure had Evolution Malta Holdings’ merger subsidiary, Gala Merger Sub, absorbing Galaxy.
Galaxy Gaming is a Las Vegas-based company that makes casino table games and blackjack side bets. Its flagship 21+3 is a side bet on blackjack tables that forms a poker hand from the player’s two cards and the dealer’s one card. It is found on casino tables worldwide and is already included in Evolution’s live blackjack.
| Date | Details |
|---|---|
| July 2024 | Evolution signs agreement to acquire Galaxy Gaming |
| 2024-2026 | State-by-state US gaming regulatory review |
| July 17, 2026 | Contract deadline passed, 2 approvals outstanding |
| July 20, 2026 | Galaxy “reviewing its options” |
| July 21, 2026 | Evolution gives notice of termination, $5.23 million fee |
Two approvals never came through
The deal fell through because of regulation. In the US gaming industry, buying even one company requires approval in every state where that company operates. Galaxy’s table games are in casinos across many US states, so there were many places to get approval from. Two of the required regulatory approvals were still outstanding by the deadline, and Evolution did not waive that condition.
A day earlier, on July 20, Galaxy said it was “reviewing its options and neither party has terminated the agreement.” Evolution replied the next morning with its termination filing.
Carlesund: “It wasn’t a significant deal”
Evolution’s position had already surfaced in the Q2 results released just before the termination. CEO Martin Carlesund said, “Two years have passed and we have carried a significant administrative burden,” adding, “In terms of scale, this is not a significant deal for Evolution.” He also noted there is no impact on the existing business, the US business, or long-term targets.
It was a busy summer for Evolution. On July 15 came a £4.75 million settlement with the UK Gambling Commission, on July 17 the Q2 results, and now this termination, three major disclosures within a single week. The acquisition of a US table game company was the smallest of them.
Galaxy goes its own way, cooperation continues
Galaxy Gaming CEO Matt Reback said he was “disappointed with the outcome” but called Evolution “a valued partner of Galaxy.” Galaxy will pursue independent growth. Evolution also wrote in its filing that it will “continue to work together within our existing strong commercial relationship.” Existing license arrangements, such as the side bets in live blackjack, will carry on as they are.
The $5.23 million termination fee is not small for Galaxy. Galaxy is a small company listed on the over-the-counter market, and Evolution must send the money within two business days of termination.
In short
A two-year acquisition attempt ended after getting stuck on two regulatory approvals. All Evolution lost was a $5.23 million fee and some time. It can keep using table game side bets under license, and its US expansion continues in other ways. In September it set up Spinning Whale, a US-only slot studio. You can find Evolution’s slot brand games in the NetEnt and Red Tiger free slot collections.
Source: Evolution official filing · Gambling.com · iNTERGAME