GAN Limited announced that it has completed its merger with an affiliate of SEGA SAMMY HOLDINGS INC.

SEGA SAMMY through its affiliated entity SEGA SAMMY CREATION INC. acquired all of the outstanding securities of GAN for $1.97 per share in cash, which represents a premium of over 121% to GAN’s closing stock price on November 7, 2023 (the trading day prior to the announcement that GAN entered into a merger agreement with SSC).

Seamus McGill, GAN’s Chief Executive Officer, said: “Our acquisition by SSC is an exciting next step for GAN and the culmination of many years of hard work to deliver an unparalleled and unique gaming experience for our clients and players. GAN’s board of directors carefully evaluated a range of options to maximize shareholder value, and SSC’s recognition of the value of our assets and people leaves us confident that this transaction is in the best interest of our shareholders and provides a home for our assets to flourish. We look forward to seeing the company continuing to grow with the guidance of a global gaming and entertainment leader.”

Koichi Fukazawa, Senior Executive Vice President and Group CFO of SEGA SAMMY, said: “We are excited to be bringing the GAN team onboard. The team brings significant experience in the U.S. market, along with significant technical and development resources. This marks a new chapter in SEGA SAMMY’s operations, and we look forward to serving our customers with increased product offerings and resources.”

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B. Riley Securities Inc. served as financial advisor to GAN’s Special Committee and Board of Directors and Sheppard Mullin Richter & Hampton LLP is served as legal counsel to GAN. SMBC Nikko Securities served as SEGA SAMMY’s financial advisor and Greenberg Traurig acted as SEGA SAMMY’s legal counsel.

GAN Limited has announced that it has received approval from the Nevada Gaming Commission (NGC) for the merger of GAN and a subsidiary of SEGA SAMMY CREATION INC. (SSC), an affiliate of SEGA SAMMY HOLDINGS INC.

The closing of the merger remains subject to other customary closing conditions including additional gaming regulatory approvals, and is expected to occur in late 2024 or early 2025.

If the merger is completed, each GAN ordinary share issued immediately prior to the effective time of the merger will be automatically cancelled and converted into the right to receive $1.97 in cash with respect to each such ordinary share, without interest and less applicable withholding taxes. Upon the completion of the merger, GAN will cease to be a publicly-traded company and its ordinary shares will be delisted from The Nasdaq Capital Market and deregistered under the Securities Exchange Act of 1934, as amended.

GAN Limited, a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, announced that it has received clearance from the Committee on Foreign Investment in the US (CFIUS) for the proposed merger of GAN and a subsidiary of SEGA SAMMY CREATION INC (SSC), an affiliate of SEGA SAMMY HOLDINGS INC (SEGA SAMMY HOLDINGS).

The closing of the merger is also subject to approval of the merger and change in control of GAN by certain gaming authorities. The closing of the merger remains subject to other customary closing conditions, and is expected to occur in late 2024 or early 2025.

If the merger is completed, each GAN ordinary share issued immediately prior to the effective time of the merger will be automatically cancelled and converted into the right to receive $1.97 in cash with respect to each such ordinary share, without interest and less applicable withholding taxes. Upon the completion of the merger, GAN will cease to be a publicly-traded company and its ordinary shares will be delisted from The Nasdaq Capital Market and deregistered under the Securities Exchange Act of 1934, as amended.