GAN Limited, a prominent B2B provider of internet gaming technology in North America and a major international B2C operator of internet sports betting, has announced a definitive merger agreement with Sega Sammy Creation Inc. (SSC), a subsidiary of the global conglomerate Sega Sammy Holdings, Inc., which operates in entertainment, gaming, and resorts.
According to the terms of the merger agreement, GAN’s issued ordinary shares will be converted into a cash entitlement of $1.97 per share at the time of the merger’s completion. This purchase price represents a 121% premium on the closing price of GAN’s shares on November 7, 2023, the last trading session before the announcement.
The completion of this merger is contingent on the approval of GAN shareholders, and the company plans to convene a Special Meeting of Shareholders to vote on the agreement by March 31, 2024.
While not contingent on financing, the merger is subject to certain conditions, including the accuracy of representations and warranties, fulfilment of covenants and agreements in the Merger Agreement, and regulatory approvals. If these conditions are met, the merger is anticipated to be finalized in the fourth quarter of 2024.
Should the merger proceed, GAN’s shares will be acquired at $1.97 per share in cash, GAN will cease to be publicly traded and will no longer be required to file reports under the Securities Exchange Act of 1934. GAN will subsequently operate as a wholly-owned subsidiary of SSC.
Seamus McGill, Chairman and Interim Chief Executive Officer of GAN, 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.”