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GAN Announces CFIUS Clearance for SEGA SAMMY Merger

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GAN (NASDAQ: GAN), a premier B2B tech provider for real money internet gaming, has secured clearance from the Committee on Foreign Investment in the United States (CFIUS) for its planned merger with a subsidiary of SEGA SAMMY CREATION. The merger, pending approval from relevant gaming authorities and other customary conditions, is anticipated to finalize in late 2024 or early 2025. Upon completion, GAN shareholders will receive $1.97 per share, and GAN will be delisted from NASDAQ, ceasing to be publicly-traded. The merger aligns with GAN's strategic objectives to leverage SEGA SAMMY's global reach and expertise in gaming and entertainment.

Positive
  • CFIUS clearance for GAN's merger with SEGA SAMMY.
  • GAN shareholders to receive $1.97 per share upon merger completion.
  • Potential strategic synergies from combining GAN's internet gaming solutions with SEGA SAMMY's global market presence.
Negative
  • GAN will cease to be a publicly-traded company and its shares will be delisted from NASDAQ.

The clearance from the Committee on Foreign Investment in the United States (CFIUS) for the proposed merger between GAN and a subsidiary of SEGA SAMMY HOLDINGS is a significant milestone. The most immediate implication for investors is that each GAN ordinary share will be converted into $1.97 in cash upon completion of the merger. This fixed cash value means that current shareholders have a clear exit valuation, reducing uncertainty. The conversion to cash also implies a liquidity event, which is favorable for investors looking to turn their equity into liquid assets. However, the merger's completion is contingent on the approval from certain gaming authorities and other closing conditions, suggesting potential risks if such approvals are delayed or denied.

In the long-term, GAN's delisting from Nasdaq means reduced liquidity and visibility, which could be a drawback for the current shareholders who might prefer to hold public company shares. Moreover, the merger effectively means the end of public trading for GAN, limiting future public investment opportunities in this firm. On the other hand, SEGA SAMMY's backing can bring substantial strategic advantages and synergies, particularly in expanding market reach and technological capabilities, which may benefit stakeholders indirectly through improved business operations.

CFIUS clearance for the merger suggests that there are no national security concerns with the transaction, which can be a positive signal to the market. The alignment of GAN with SEGA SAMMY HOLDINGS merges GAN's proprietary online gaming technology with SEGA's extensive expertise and market presence in gaming products. This combination could potentially create a dominant player in the Internet and land-based gaming sectors.

For current shareholders, understanding the strategic rationale is key. Mergers typically aim to create value through cost synergies and expanded market reach. The merger's impact on GAN's existing operations and market presence could initially be disruptive, but in the longer term, the integration with SEGA SAMMY could result in enhanced product offerings and market expansion. The challenges lie in the execution of the merger and alignment of business cultures.

IRVINE, Calif.--(BUSINESS WIRE)-- GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading North American B2B technology provider of real money internet gaming solutions and a leading International B2C operator of Internet sports betting, today announced that it has received clearance from the Committee on Foreign Investment in the United States (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.

About GAN

GAN is a leading business-to-business supplier of internet gaming software-as-a-service solutions predominantly to the U.S. land-based casino industry. Coolbet, a division of GAN, is a market-leading operator of proprietary online sports betting technology with market leadership positions in select European and Latin American markets. GAN has developed a proprietary internet gaming enterprise software system, GameSTACK™, which it licenses to land-based casino operators as a turnkey technology solution for regulated real money internet gaming, encompassing internet gaming, internet sports gaming, and virtual Simulated Gaming. Additional information about GAN can be found online at www.GAN.com.

About SEGA SAMMY HOLDINGS

SEGA SAMMY HOLDINGS is the holding company of the SEGA SAMMY Group, a group of companies comprising the Entertainment Contents Business, which offers a diversity of fun through consumer and arcade game content, toys and animation; the Pachislot and Pachinko Machines Business, which conducts everything from development to sales of Pachinko/Pachislot machines; and the Gaming Business, which operates integrated resorts and develops casino gaming products and software.

SSC is a wholly-owned subsidiary of SEGA SAMMY HOLDINGS. SSC, together with its wholly-owned subsidiary SEGA SAMMY CREATION USA Inc., develop, manufacture and distribute land-based and online/social casino gaming products and software.

Forward-Looking Statements

This press release contains “forward looking statements” regarding the closing of the merger and the expected timing thereof and other future related events. Such statements are based upon current estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Factors that could cause actual events to differ include, but are not limited to the failure to satisfy the closing conditions to the merger, including obtaining the approval of the merger and change in control of GAN by certain gaming authorities and other risks detailed in GAN’s filings with the SEC, including its proxy statement filed with the SEC on January 9, 2024. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. GAN undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

Investor Contacts:

GAN

Robert Shore

Vice President, IR and Capital Markets

(610) 812-3519

rshore@GAN.com

Alpha IR Group

Ryan Coleman

(312) 445-2870

GAN@alpha-ir.com

Source: GAN Limited

FAQ

What is the value per share GAN shareholders will receive in the SEGA SAMMY merger?

GAN shareholders will receive $1.97 per share in cash.

When is the GAN and SEGA SAMMY merger expected to close?

The merger is expected to close in late 2024 or early 2025.

Has GAN received any regulatory clearances for the merger with SEGA SAMMY?

Yes, GAN has received clearance from the Committee on Foreign Investment in the United States (CFIUS).

What will happen to GAN's NASDAQ listing after the merger with SEGA SAMMY?

GAN will be delisted from NASDAQ and cease to be a publicly-traded company.

What are the remaining conditions for the GAN and SEGA SAMMY merger?

The merger still requires approval from certain gaming authorities and other customary closing conditions.

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