GAN Announces Definitive Agreement to be Acquired by SEGA SAMMY CREATION
November 8, 2023
Purchase price of
All-cash transaction subject to customary closing conditions, regulatory approvals, and approval of GAN shareholders
Under the Merger 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
"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
Approvals and Timing
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
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.
Effects of the Merger
If the merger is approved by GAN’s shareholders and is completed, all outstanding GAN ordinary shares will be acquired for
Board Approval and Advisors
The GAN board of directors formed a special committee, comprised solely of independent directors, to consider the transaction and to negotiate the price per shares and the terms of the Merger Agreement, with the assistance of financial and legal advisors. Based on the unanimous recommendation of the special committee, the GAN board of directors determined that the
Additional Information
Further details of the Merger Agreement are contained in a Current Report on Form 8-K to be filed by the Company on
About
GAN is a leading business-to-business supplier of internet gambling software-as-a-service solutions predominantly to the
About Sega Sammy Holdings Inc.
The Sega Sammy Holdings, Inc. the holding company for 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 hotels.
About
Forward-Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding the expecting benefits or the timing or completion of the proposed merger as well as statements that include the words "expect," "intend," "plan," "believe," "project," "forecast," "estimate," "may," "should," "anticipate" and similar statements of a future or forward-looking nature. These forward-looking statements are based on management's current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Please refer to the Company's annual, quarterly and current reports filed on Forms 10-K, 10-Q and 8-K from time to time with the
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Investor:
GAN
Vice President, IR and Capital Markets
(610) 812-3519
[email protected]
(312) 445-2870
[email protected]
Source:
