GAN Enters Definitive Merger Agreement With Sega Sammy Creation

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GAN Limited, a leading North American real money iGaming technology provider and a prominent sports betting operator has entered a definitive Merger Agreement with Sega Sammy Creation, a game development subsidiary of the international gaming, entertainment and resort company Sega Sammy Holdings. As soon as the Merger Agreement takes effect, GAN shall receive $1.97 per share which represents a 121% premium over the closing price of the company’s shares on 7 November 2023.

Seamus McGill, Chairman and Interim Chief Executive Officer of GAN, reportedly commented: “After a thoughtful review of value creation opportunities available to us, we are pleased to have reached this agreement with SSC. Market share concentration in the U.S. B2C space, a slower than expected adoption of regulated online gaming in the U.S., along with changes to key customer contracts make the near-term operating environment challenging without ample capital resources. Sega Sammy has those resources and GAN is a strategic complement to their existing gaming portfolio. We believe this all-cash offer, at a substantial premium to recent trading prices, is the value-maximizing path for our shareholders.”

Awaiting Shareholder Approval:

As reported by Business Wire, the Company will present the Merger Agreement to the shareholders who are expected to vote for its approval at a Special Meeting of Shareholders to be held not later than March 31, 2024. GAN assumes that the merger could be closed already in the fourth quarter of 2024 as the completion of the deal is reportedly not subject to financing conditions. It is subject to the accuracy of warranties and other certifications and agreements included in the Merger Agreement, as well as approvals and notifications of gaming regulatory bodies, as reported by the source.

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100% Title Transfer:

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Merger approval sought from the shareholders will reportedly trigger the acquisition of all outstanding GAN ’s ordinary shares at a price of  $1.97 per share in an all-cash transaction. The action will exclude these shares from trading on any market and the Company will be relieved from public reporting liabilities under the Securities Exchange Act of 1934. This completion of this transaction will reportedly mark a milestone for GAN that will see the completion of the acquisition as a 100% owned subsidiary of Sega Sammy Creation.

Merger Process Operatives:

The transaction has been supported by the Company’s financial advisor AS B. Riley Securities and legal counsel Sheppard Mullin Richter & Hampton. On the other side, Sega Sammy’s financial concerns have been dealt by SMBC Nikko Securities while Greenberg Traurig supported Sega Sammy as a legal counsel throughout the merger process.

Effects of the Merger:

Sega Sammy Creation is a gaming machine manufacturer using the top-tier technology for its creative gaming enterprise. The merger will bring in the GAN’s innovative software solutions such as GameSTACK™ comprehensive technology solution for regulated real money internet gambling to the Sega family. The leadership of Sega Sammy Holdings will facilitate the implementation of these solutions in consumer and arcade games and gaming machines such as Pachinko/Pachislot machines, as well as in a series of hotels and casino resorts operated by Sega Sammy Holdings.

The impact of the merger announced on November 8, 2023 is reportedly instantly apparent. As reported, GAN shares doubled the same day in the pre-market trading after the company announced that Sega Sammy will pay $1.97 per share, which is more than double than the November 7 closing price of 89.2 cents per share. The second surge comes after the recent 94% bounce of GAN shares to $1.73 per share.

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