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 the company has entered into a definitive agreement and plan of merger with Sega Sammy Creation Inc., a wholly owned subsidiary of Sega Sammy Holdings, Inc., an international conglomerate operating in the entertainment, gaming and resorts businesses.
Under the agreement, at the effective time of the merger, each of GAN’s issued ordinary shares will be converted into the right to receive in cash $1.97 per share, which reflects a premium of 121 percent over the closing price of GAN’s ordinary shares on November 7, the last trading day prior to the date of the announcement.
The proposed merger is subject to the approval of GAN shareholders. The company will ask its shareholders to consider and vote to approve the merger agreement at a special meeting of shareholders, which is expected to be held no later than March 31, 2024.
Completion of the merger is not subject to a financing condition but is subject to the accuracy of the representations and warranties, performance of the covenants and other agreements included in the merger agreement, and customary closing conditions for a transaction of this type, including notification or approval with various gaming regulatory authorities. Assuming satisfaction of those conditions, the company expects the merger to close during the fourth quarter of 2024.
If the merger is approved by GAN’s shareholders and is completed, all outstanding GAN ordinary shares will be acquired for $1.97 per share in cash; GAN’s ordinary shares will no longer be subject to public reporting requirements under the Securities Exchange Act of 1934; and its ordinary shares will no longer trade on any market.
Upon completion of the merger, GAN will become a wholly owned subsidiary of Sega Sammy Creation.
“After a thoughtful review of value creation opportunities available to us, we are pleased to have reached this agreement with SSC,” said Seamus McGill, chairman and interim CEO of GAN. “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.”
