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

Rhea-AI Summary

GAN Limited shareholders overwhelmingly approved the merger with a subsidiary of SEGA SAMMY CREATION INC., with over 95% of votes in favor. The merger is expected to close in late 2024 or early 2025, leading to GAN's delisting and deregistration from Nasdaq.

Insights

Financial Analyst

The merger between GAN Limited and a subsidiary of SEGA SAMMY CREATION INC. represents a significant consolidation in the gaming and betting technology sector. The overwhelming shareholder approval indicates a strong belief in the strategic synergy of the two companies. The merger's financial terms, notably the $1.97 cash per share, provide a clear exit valuation for GAN shareholders, which will need to be assessed against the company's current financial health, market position and future earning potential.

From a valuation perspective, it's important to consider how this price per share compares to GAN's historical stock performance, price-to-earnings ratio and the premium it represents over the market price prior to the announcement. The conversion of shares to a cash payout also suggests a liquidity event for shareholders, which could influence investor sentiment and behavior in the short term, potentially leading to increased trading volume as the closing date approaches.

Long-term implications for the industry include potential shifts in market dynamics due to the consolidation of technology and intellectual property. The merger could lead to increased competitive pressures on smaller market players and may spur further consolidation in the sector.

Market Research Analyst

The merger between GAN Limited and SEGA SAMMY CREATION INC. subsidiary is poised to create a more formidable entity in the internet gaming and sports betting industry. It's critical to analyze market trends to understand how this merger might affect the competitive landscape. The gaming sector has been experiencing rapid growth and the demand for innovative technology and platforms is high. The combined entity's capacity to leverage SEGA SAMMY's brand and GAN's technological expertise could lead to increased market share and stronger barriers to entry for new competitors.

Additionally, the approval by gaming authorities is a crucial step in the process, as regulatory compliance is a major hurdle in the gaming industry. The successful navigation of this process could set a precedent for future mergers and acquisitions within this highly regulated space. Stakeholders should monitor the response of competitors and any potential regulatory challenges that may arise.

Legal Expert

The successful shareholder vote and pending regulatory approvals highlight the complex legal landscape of mergers and acquisitions in the gaming industry. The fact that the merger is subject to the approval of gaming authorities underscores the importance of regulatory due diligence. The legal ramifications of the merger, including the change in control of GAN, will have to be meticulously managed to ensure compliance with international gaming laws and regulations.

Furthermore, the deal's structure, with GAN ceasing to be a publicly-traded company and the delisting of its shares, will involve significant legal work to navigate securities laws and the implications for shareholders and executives. The non-binding advisory vote on executive compensation suggests shareholder awareness and sensitivity to corporate governance issues, which could have reputational implications for the newly merged entity.

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, 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. (“SEGA SAMMY HOLDINGS”).

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.

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 Resort Business, which develops and operates resort facilities in Japan and overseas.

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240213106681/en/

Investor:

GAN

Robert Shore

Vice President, IR and Capital Markets

(610) 812-3519

rshore@GAN.com

Alpha IR Group

Ryan Coleman or Davis Snyder

(312) 445-2870

GAN@alpha-ir.com

Source: GAN Limited

FAQ

What did GAN Limited shareholders approve?

GAN Limited shareholders approved the merger agreement and merger with a subsidiary of SEGA SAMMY CREATION INC. at a special general meeting.

What percentage of votes were in favor of the merger?

Over 95% of the votes cast were in favor of the approval of the merger agreement and the merger.

When is the closing of the merger expected?

The closing of the merger is expected to occur in late 2024 or early 2025, subject to certain conditions.

What will happen to GAN's ordinary shares after the merger?

Each GAN ordinary share will be automatically cancelled and converted into the right to receive $1.97 in cash.

What will be the outcome for GAN after the merger?

Upon completion of the merger, GAN will cease to be a publicly-traded company, and its ordinary shares will be delisted from Nasdaq.