[The following “frequently asked questions” document was shared with employees of Galaxy Gaming, Inc. on July 18, 2024.]
Galaxy Community,
Thank you for your patience and understanding given our news today. We know you have many questions, and we have attached an initial Frequently Asked Questions document to provide some additional information. We understand that this will answer many, but not all, of your questions. This is among the first of many communications over the coming months, and more information will be provided as soon as it is available.
Thank you for all of the work that you continue to do to support our clients.
Galaxy Gaming, Inc. Employee FAQs
July 18, 2024
Contents
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General Information | 2 | ||||||
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1. | What was announced? | 2 | |||||
2. | Who is Evolution? | 2 | |||||
3. | Why is this good for Galaxy? How does it fit into our strategy? | 2 | |||||
4. | When do you expect to close the transaction? | 2 | |||||
5. | Can we expect updates from Evolution during this period before the deal closes? | 2 | |||||
6. | Can Galaxy employees interact with Evolution employees? | 2 | |||||
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Impact to Employees | 3 | ||||||
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7. | How will the transaction with Evolution affect Galaxy employees? | 3 | |||||
8. | Will I receive my 2024 bonus, commissions and incentives? | 3 | |||||
9. | Will my compensation change after the closing? | 3 | |||||
10. | What happens if I voluntarily resign prior to the closing of the transaction? | 3 | |||||
11. | What will happen to my benefits? Will my benefits package be the same as the package I currently have? | 3 | |||||
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Business Operations | 3 | ||||||
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12. | What should I say to partners, suppliers, vendors and others that I have contact with in the normal course of business? What may I say if they ask about the future of Galaxy? | 3 | |||||
13. | What can I share about the acquisition with my network? | 4 | |||||
14. | What should I do if I’m contacted by the media, the financial community, or other third parties about the transaction? | 4 | |||||
15. | We have many job openings. Are we still hiring during this interim period? | 4 | |||||
16. | What will happen to our current office facilities? | 4 | |||||
17. | If I have additional questions, who can I ask? | 4 | |||||
Equity Compensation | 4 | ||||||
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18. | What will happen to my stock options at the closing? | 4 | |||||
19. | What is the exercise price of the stock options I currently hold? | 5 | |||||
20. | What happens to currently underwater stock options at or prior to closing? | 5 | |||||
21. | What happens if I exercise my currently vested stock options before the closing? | 5 | |||||
22. | What happens to any other Galaxy shares that I own? | 5 | |||||
23. | How will amounts in respect of equity awards be paid? What will the tax implications of this acquisition be for me in respect of my Galaxy equity awards? | 5
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Galaxy Gaming, Inc. Employee FAQs
July 18, 2024
Thank you for your patience and understanding throughout this process. We appreciate and understand your desire for more information. While we are not able to answer every question at this time, we will attempt to answer as many as we can, and we are committed to transparency and communication during the process. For now, it is very important that we all remain focused on running our business and serving our clients.
General Information
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Impact to Employees
Business Operations
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Equity Compensation
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Please note that the above is a summary of responses to specific questions and, as always, Galaxy, Evolution and each of their respective affiliates reserve the right to amend or terminate any compensation or benefit plans in accordance with their terms and applicable law, and any summary of any such plan or the merger agreement is qualified in its entirety by the terms of the underlying document. In the event of any conflict between this
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communication and the underlying document, the underlying document will govern. In addition, your employment is, and continues to be, at will.
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the proposed acquisition of Galaxy. In connection with the proposed transaction, the company will file with the Securities and Exchange Commission (“SEC”) a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and any other documents filed by the company with the SEC (when available) may be obtained free of charge at the SEC’s website at www.sec.gov or by accessing the Investor Relations section of the company’s website at https://www.galaxygaming.com.
Participants in the Solicitation
The company and its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the company’s stockholders with respect to the proposed transaction. Information about the company’s directors and executive officers and their ownership of the company’s securities is set forth in the company’s proxy statement on Schedule 14A for its 2024 annual meeting of stockholders, filed with the SEC on April 26, 2024, and subsequent documents filed with the SEC.
Additional information regarding the identity of participants in the solicitation of proxies, and a description of their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transaction when they become available.
Cautionary Statement Regarding Forward-Looking Statements
Some of the statements contained in this communication constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
The forward-looking statements contained in this communication reflect the company’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond the control of the company, that may cause actual results and future events to differ significantly from those expressed in any forward-looking statement, which risks and uncertainties include, but are not limited to: the ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approval and satisfaction of other closing conditions to consummate the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the proposed transaction; risks that the proposed transaction disrupts the company’s current plans and operations or diverts the attention of the company’s management or employees from ongoing business operations; the risk of potential difficulties with the company’s ability to retain and hire key personnel and maintain relationships with customers and other third parties as a result of the proposed transaction; the risk that the proposed transaction may involve unexpected costs and/or unknown or inestimable liabilities; the risk that the company’s business may suffer as a result of uncertainty surrounding the proposed transaction; the risk that stockholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; effects relating to the announcement of the transaction or any further announcements or the consummation of the transaction on the market price of the company’s common stock.
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While forward-looking statements reflect the company’s good faith beliefs, they are not guarantees of future performance or events. Any forward-looking statement speaks only as of the date on which it was made. The company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, or new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the company’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 25, 2024, as updated by the company’s subsequent periodic reports filed with the SEC.
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