Evolution Walks Away From Galaxy Gaming After Two-Year Wait

Evolution has terminated its planned acquisition of Galaxy Gaming after the companies failed to obtain all required approvals. The decision ends a takeover process launched in July 2024.

The merger agreement gave either company the right to withdraw if the transaction had not closed by July 17, 2026. That date passed with two gaming regulatory approvals still outstanding.

Closing Deadline Passes Without Full Approval

Galaxy was evaluating whether to seek another extension or terminate the agreement. Evolution issued its termination notice the following day.

The two regulators were not identified in either company’s statements. Mississippi approved the acquisition in November 2025, but two other required regulatory approvals remained outstanding when the deadline passed.

In November 2025, the companies extended the outside date from January 18, 2026 to July 17, 2026. At the time, they expected to secure the remaining regulatory approvals during the first quarter.

Evolution Faces $5.2m Termination Payment

Evolution had agreed to acquire Galaxy for $3.20 per share in cash, giving the supplier an equity value of approximately $85 million. The transaction was valued at about $124 million including net debt.

In accordance with the agreement, Evolution is obliged to now pay Galaxy a termination fee amounting to $5,234,678. Evolution did not explain why it chose to terminate the agreement after the deadline expired.

Evolution said it expects to continue working with Galaxy through the companies’ existing commercial relationship.

Galaxy Shifts Back to a Standalone Plan

Meanwhile, Galaxy kept on developing its business during the two-year period under consideration. Reback said Galaxy had continued expanding its table games range, entering new markets, deepening customer relationships, and increasing the share of recurring revenue.

These changes have become a foundation for the company’s individual business strategy. The payment for termination is a compensatory factor that covers a relatively small portion of the overall transaction value.

Evolution expects the outcome to have no material impact on its existing business, US operations, or long-term ambitions. This statement comes from the company’s CEO Martin Carlesund, who noted that this acquisition would not be a substantial part of the group’s activities.

Regulatory Delays Redraw the Deal

The failure illustrates the extent to which approval schedules can overwhelm the business rationale of an acquisition. Evolution and Galaxy were in agreement on the price, had shareholder approval, and had even extended the deadline for completion of the acquisition.

Galaxy must now show that the growth recorded during the review can support its next phase without a buyer. Evolution can move on at a limited financial cost, but the case adds another warning for suppliers pursuing deals across several regulated US markets. The final timetable may remain outside the control of either company.