GAN Limited Shareholders Approve SEGA SAMMY Merger Proposal at Special General Meeting of Shareholders

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, at a special general meeting of its shareholders held on February 13, 2024, GAN shareholders overwhelmingly approved the previously announced merger agreement and merger of GAN and a subsidiary of SEGA SAMMY CREATION INC. (SSC), an affiliate of SEGA SAMMY HOLDINGS INC.

Over 95% of the votes cast voted in favor of the approval of the merger agreement and the merger. Approximately 51% of GAN’s issued ordinary shares as of the close of business on January 2, 2024, the record date for the meeting, were represented at the meeting. Shareholders also approved, on a non-binding advisory basis, the compensation that may be paid or become payable to GAN’s named executive officers in connection with the merger.

The final voting results will be reported on a Form 8-K filed with the SEC by GAN with respect to the special shareholder meeting.

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

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