HOLDERS SHOULD READ THE SECTION OF THIS PROXY STATEMENT TITLED “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES” FOR A MORE DETAILED DISCUSSION OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER. TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER TO HOLDERS WILL DEPEND UPON THE FACTS OF THEIR RESPECTIVE SITUATIONS. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, GAN SHAREHOLDERS ARE STRONGLY URGED TO CONSULT WITH THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO THEM, INCLUDING THE APPLICABILITY OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

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the accelerated vesting (upon the effective time of the merger and assuming for this purpose that the effective time of the merger was on December 31, 2023) of (i) stock option awards covering 331,494 ordinary shares with an aggregate estimated value equal to $649,728, and (ii) restricted share unit awards covering 906,943 ordinary shares with an aggregate estimated value equal to $1,786,678, in each case, based on the per share merger consideration of $1.97 per ordinary share and, with respect to stock option awards, including only those stock option awards with a per share exercise price of less than $1.97;

Beneficial Owner of Shares Held in Street Name. If your ordinary shares are held in the name of a bank, broker or other nominee, then you are considered a beneficial owner of such shares held for you in what is known as “street name.” Most shareholders hold their shares in “street name.” If this is the case, this proxy statement has been forwarded to you by your bank, broker or other nominee together with a voting instruction form. You may vote by completing and returning your voting instruction form to your bank, broker or other nominee. Please review the voting instruction form to see if you may submit your voting instructions by telephone or over the Internet in lieu of signing and returning the voting instruction form. The bank, broker or other nominee holding your account is considered the shareholder of record for purposes of voting at the special general meeting. As a beneficial owner, you have the right to instruct the organization that holds your shares of record how to vote the ordinary shares you beneficially own.

Note that attending the special general meeting will not automatically revoke your proxy unless you properly vote at the special general meeting. Any later-dated and signed proxy card or written notice of revocation must be delivered prior to the special general meeting to the attention of GAN’s Corporate Secretary at 400 Spectrum Center Drive, Suite 1900, Irvine, CA 92618.

If your ordinary shares are held in “street name,” please follow the instructions provided by your bank, broker or other nominee as to how to revoke or change your previously provided voting instructions.

If you sign and properly return your proxy card or submit your proxy via telephone or Internet, but do not include instructions on how to vote on one or more proposals, your ordinary shares will be voted as recommended by the GAN board of directors with respect to each such proposal. Except for the proposals described in this proxy statement, no other proposals are currently anticipated to be presented for consideration at the special general meeting. If other proposals requiring a vote of GAN shareholders are properly brought before the special general meeting, the persons named in the enclosed proxy card, if properly authorized, will have discretion to vote the shares they represent in accordance with their best judgment.

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Toll-Free: (800) 662-5200

[email protected]

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement, and the documents incorporated by reference in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, may include “forward-looking statements” within the meaning of the U.S. securities laws, including Section 21E of the Exchange Act, that do not directly or exclusively relate to historical facts, including, without limitation, statements that reflect GAN’s current expectations and views as to future events and financial and operational performance, including, for example, expected completion and timing of the merger and other information relating to the merger, expected timing of government approvals or opening of new regulated markets for online gaming, financial guidance and expectations or operational targets, anticipated revenue growth or operating synergies, the results of GAN’s restructuring efforts, and expectations about GAN’s ability to effectively execute its business strategy and expansion goals. All statements other than statements of historical fact in this proxy statement, and the documents incorporated by reference in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, are forward-looking statements. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words.

You should be aware that forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies. Forward-looking statements are only predictions, and these statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot assure you that the actual results or developments we anticipate will be realized, or, even if realized, that they will have the expected effects on GAN’s business or operations. GAN’s actual results or performance could differ materially from the results or performance discussed or implied in the forward-looking statements contained or incorporated by reference in this proxy statement, or the oral statements or other written statements made or to be made by us or on our behalf. In addition to other factors and matters referred to or incorporated by reference in this proxy statement, or the oral statements or other written statements made or to be made by us or on our behalf, the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

The foregoing review of important factors that could cause actual results to differ from expectations should not be construed as exhaustive and should be read in conjunction with information contained or incorporated by reference herein, including, but not limited to, our annual report on Form 10-K for the year ended December 31, 2022, our definitive proxy statement for our 2023 Annual Meeting of Shareholders filed with the SEC on April 28, 2023 and our recent quarterly reports on Form 10-Q and current reports on Form 8-K. See the section of this proxy statement titled “Where You Can Find More Information”. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements. Many of the factors that will determine our future results and financial condition are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained or incorporated herein, or the oral statements or other written statements made or to be made by us or on our behalf, you should not place undue reliance on any forward-looking statement. We cannot guarantee any future results, levels of activity, performance or achievements. The forward-looking statements contained or incorporated by reference in this proxy statement, or the oral statements or other written statements made or to be made by us or on our behalf, speak only as of the date on which the statements were made and GAN undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. GAN shareholders are advised, however, to consult any future disclosures we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

PARTIES TO THE MERGER

GAN Limited

400 Spectrum Center Drive, Suite 1900

Irvine, California 92618

(833) 565-0550

GAN is a Bermuda exempted company limited by shares incorporated in December 2019. Through its subsidiaries, GAN operates in two lines of business. GAN is a B2B supplier of enterprise SaaS solutions for online casino gaming, commonly referred to as iGaming, and online sports betting applications. Beginning with GAN’s January 2021 acquisition of Coolbet, GAN is also a B2C developer and operator of an online sports betting and casino platform, which offers consumers in select markets in Northern Europe, Latin America and Canada a digital portal for engaging in sports betting, online casino games and poker.

GAN’s ordinary shares are listed on The Nasdaq Capital Market under the symbol “GAN”.

For additional information on GAN and its business, including how to obtain the documents that GAN has filed with the SEC, see the section of this proxy statement titled “Where You Can Find More Information.”

SEGA SAMMY CREATION INC.

Sumitomo Fudosan Osaki Garden Tower

1 Chome-1-1 Nishishinagawa

Shinagawa City, Tokyo 141-0033 Japan

SSC is a Japanese corporation established in June 2013. SSC and its wholly-owned subsidiary Sega Sammy Creation USA Inc., develop, manufacture and distribute land-based and online/social casino gaming products and software. SSC is a subsidiary of SEGA SAMMY HOLDINGS. SEGA SAMMY HOLDINGS, a Japanese corporation, 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. For the six months ended September 30, 2023 and the fiscal year ended March 31, 2023, SEGA SAMMY HOLDINGS reported Japanese GAAP² ordinary income of ¥42.0 billion and ¥49.4 billion, respectively. SEGA SAMMY HOLDINGS reported total net assets of ¥356.6 billion and ¥331.3 billion as of September 30, 2023 and March 31, 2023, respectively. SEGA SAMMY HOLDINGS’ shares are listed on the Tokyo Stock Exchange under the ticker code 6460. SEGA SAMMY HOLDINGS’ American Depository Receipts are traded in the OTC market under the symbol “SGAMY.”

Arc Bermuda Limited

c/o SEGA SAMMY CREATION INC.

Sumitomo Fudosan Osaki Garden Tower

1 Chome-1-1 Nishishinagawa

Shinagawa City, Tokyo 141-0033 Japan

Arc Bermuda Limited is a Bermuda exempted company limited by shares and a wholly-owned subsidiary of SSC that was formed solely for purposes of entering into the merger agreement and the statutory merger agreement and, subject to the terms and conditions thereof, completing the transactions contemplated by the merger agreement and the statutory merger agreement. Upon completion of the merger, Merger Sub will be merged with and into GAN, the separate corporate existence of Merger Sub will cease and GAN will continue as the surviving company in the merger and a wholly-owned subsidiary of SSC.

² SEGA SAMMY HOLDINGS’ financial statements are prepared in accordance with the provisions set forth in the Financial Instruments and Exchange Law of Japan and its related accounting regulations, and in conformity with Japanese GAAP.

THE MERGER

This discussion of the merger is qualified in its entirety by reference to the merger agreement, as amended, and the statutory merger agreement, copies of which are incorporated by reference in their entirety and included in this proxy statement as Annex A (the merger agreement), Annex A-1 (the statutory merger agreement), and Annex A-2 (amendment to the merger agreement). You should read the merger agreement and the statutory merger agreement in their entirety because they, and not this proxy statement, are the legal documents that govern the merger.

Certain Effects of the Merger on GAN

Upon the terms and subject to the conditions of the merger agreement and the statutory merger agreement, at the effective time, Merger Sub will merge with and into GAN, with GAN continuing as the surviving company of the merger. GAN, as the surviving company in the merger, will continue in existence as a Bermuda exempted company limited by shares and a wholly-owned subsidiary of SSC. As a result of the merger under Bermuda law, from and after the effective time, GAN’s and Merger Sub’s respective undertakings, properties and liabilities will become vested in GAN as the surviving company in the merger.

At the effective time, each ordinary share issued immediately prior to the effective time (other than any issued ordinary share that is owned by SSC, Merger Sub, or any direct or indirect wholly-owned subsidiary of SSC, Merger Sub or GAN, or owned by GAN as treasury shares) will be automatically canceled and converted into the right to receive the merger consideration.

GAN will cooperate with SSC to delist the ordinary shares from The Nasdaq Capital Market and to deregister the ordinary shares under the Exchange Act as soon as reasonably practicable following the effective time, and at such time, GAN will cease to be a publicly traded company and will no longer be obligated to file periodic reports with the SEC. If the merger is completed, you will not own any ordinary shares of the surviving company and instead will only be entitled to receive the merger consideration described in the section of this proxy statement titled “- Merger Consideration” or, with respect to dissenting shares, will be entitled only to those rights granted under the Bermuda Companies Act as described in the sections of this proxy statement titled “The Merger — Dissenters’ Rights of Appraisal for GAN Shareholders” beginning on page 50, “The Merger Agreement — Dissenting Shares” beginning on page 59 and “Appraisal Rights” beginning on page 74.

Effect on GAN if the Merger is Not Completed

If the merger proposal is not approved by GAN shareholders or if the merger is not completed for any other reason, you will not receive the merger consideration, GAN will remain a public company, the ordinary shares will continue to be listed and traded on The Nasdaq Capital Market and registered under the Exchange Act, and GAN will continue to be obligated to file periodic reports with the SEC.

Furthermore, depending on the circumstances that would have caused the merger not to be completed, it is possible that the price of the ordinary shares will decline significantly. If that were to occur, it is uncertain when, if ever, the price of the ordinary shares would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your ordinary shares. If the merger is not completed, the GAN board of directors will continue to evaluate and review our business operations and capitalization, among other things, and make such changes as are deemed appropriate and continue to seek to enhance shareholder value. There can be no assurance that any other transaction acceptable to the GAN board of directors will be offered or that our business, financial condition or results of operations will not be adversely impacted.

In addition, upon termination of the merger agreement, GAN may be required, under certain circumstances, to pay a termination fee of $6.0 million to SSC, as described in the section of this proxy statement titled “The Merger Agreement — Expenses and Termination Fees” beginning on page 64.

Merger Consideration

At the effective time, each ordinary share issued immediately prior to the effective time (other than any issued ordinary share that is owned by SSC, Merger Sub, or any direct or indirect wholly-owned subsidiary of SSC, Merger Sub or GAN, or owned by GAN as a treasury share) will be automatically canceled and converted into the right to receive the merger consideration. All ordinary shares converted into the right to receive the merger consideration will no longer be issued and will be automatically canceled and cease to exist as of the effective time, and will thereafter represent only the right to receive the merger consideration.

After the completion of the merger, under the terms of the merger agreement and the statutory merger agreement, you will have the right to receive the merger consideration, but you will no longer have any rights as a GAN shareholder (except that GAN shareholders who have properly demanded appraisal for the fair value of their shares in accordance with, and have complied in all respects with, the Bermuda Companies Act will be entitled only to those rights granted under the Bermuda Companies Act as described in the sections of this proxy statement titled “— Dissenters’ Rights of Appraisal for GAN Shareholders” beginning on page 50, “The Merger Agreement — Dissenting Shares” beginning on page 59 and “Appraisal Rights” beginning on page 74).

Background of the Merger

The GAN board of directors, with input from GAN management, regularly reviews and assesses opportunities to increase shareholder value as part of its ongoing evaluation of GAN’s business. Since 2020, the GAN board of directors engaged financial advisors on multiple occasions to approach, on behalf of GAN, key industry participants concerning the possible acquisition of GAN, business combinations with GAN or acquisitions of all or part of GAN’s business.

In January 2021, the GAN board of directors engaged an investment bank (Bank 1) to evaluate the potential sale of all or a material part of GAN’s business. Bank 1, with the assistance of GAN management, developed a presentation and established a virtual data room with finance, operating and regulatory materials relating to GAN’s business. With the GAN board of directors’ approval, Bank 1 initiated contact with 14 strategic industry participants in the U.S., Europe and Asia. That process was unsuccessful . None of the parties contacted submitted a letter of intent or other indication of interest and the process was terminated in January 2022.

On July 29, 2022, the GAN board of directors engaged another investment bank (Bank 2) to evaluate the sale of GAN’s B2C sports betting business, primarily targeted at European sports betting companies. Bank 2 prepared a confidential presentation for GAN’s B2C sports betting business and the virtual data room was updated to include more recent finance, operating and regulatory materials relating to GAN’s business. In connection with this process, Bank 2 contacted 10 strategic industry participants in the sports betting business (none of which had been contacted by Bank 1), three of which entered confidential due diligence and three submitted preliminary non-binding indications of interest as discussed below.

On September 30, 2022, GAN received a preliminary non-binding indication of interest from a publicly-traded holding company with major online sports betting and online casino gaming brands (Bidder A) to acquire GAN’s B2C sports betting business for a valuation equal to 6.0 to 8.0 times pro-forma earnings before interest, taxes, depreciation, and amortization (which we refer to as “EBITDA”), subject to its due diligence. Bidder A expressed concerns over potential changes in the tax regime in Chile for gaming and negotiations terminated without Bidder A submitting a letter of intent.

On January 13, 2023, GAN received a preliminary non-binding indication of interest from a vertically integrated online iGaming operator (Bidder B) to acquire GAN’s B2C sports betting business for a purchase price of $98 million on a cash-free, debt-free basis. The indication of interest provided that $35 million of the purchase price would be paid at closing, with the remaining $63 million payable upon achievement of performance-based milestone targets. The GAN board of directors determined this offer was inadequate and rejected it.

On January 19, 2023, GAN received a preliminary non-binding indication of interest from a European-based online gambling company offering online sports betting and online casino gaming through a variety of brands (Bidder C). The indication of interest valued GAN’s B2C sports betting business at $30 million, payable in cash in two installments. The GAN board of directors determined this offer was inadequate and rejected it.

In January 2023, GAN began to actively evaluate alternatives to refinance its $30 million term loan with Beach Point Capital Management LP (which we refer to as “Beach Point” and which term loan we refer to as the “$30 million term loan”). GAN was at risk of breaching the financial covenants for the $30 million term loan, which could have resulted in the acceleration of its repayment obligation. The GAN board of directors and management evaluated a range of alternatives to avoid the potential breach, including seeking amendments to the financial covenants or waivers from Beach Point, refinancing the debt with an alternative financial partner, raising capital through an equity offering to repay the debt, and obtaining strategic financing from one or more industry partners.

On March 14, 2023, representatives of GAN’s management contacted B. Riley for assistance evaluating options for securing additional equity financing or re-financing the $30 million term loan. At the request of GAN’s special committee, representatives of B. Riley began discussions with several U.S.-based sports betting and casino operators, including Bidder D, Bidder E and Bidder F, each of which is described below.

On March 27, 2023, GAN and SEGA SAMMY HOLDINGS entered into a confidentiality agreement in connection with discussions regarding a possible financing transaction between GAN and SEGA SAMMY HOLDINGS (or an affiliate thereof) to restructure the $30 million term loan.

On March 28, 2023, the GAN board of directors formally engaged B. Riley as its financial advisor to assist GAN in exploring opportunities to refinance the $30 million term loan and to conduct a review of strategic alternatives available to GAN to maximize shareholder value.

On March 30, 2023, GAN issued its earnings release for its financial results for the fourth quarter and fiscal year ending December 31, 2022. The earnings release reported that GAN had initiated a process to assess a range of strategic alternatives to maximize shareholder value and had retained B. Riley as its financial advisor.

From late March through early April 2023, representatives of GAN and of its financial advisors and of Sheppard Mullin Richter & Hampton LLP (which we refer to as “Sheppard Mullin”), its legal advisor, engaged in discussions with representatives of SEGA SAMMY HOLDINGS, Bidder D, Bidder E and Bidder F, primarily focused on GAN obtaining a senior secured loan in an amount sufficient to refinance the $30 million term loan. Following initial discussions, Bidder E and Bidder F opted to explore providing a senior secured loan to refinance the $30 million term loan via a joint venture.

Following weeks of diligence and negotiations, Bidder D submitted a non-binding preliminary proposal to GAN that the GAN board of directors determined was not in the best interests of the GAN shareholders. Discussions with Bidder D terminated thereafter. Bidder E and Bidder F continued to perform due diligence and submitted a non-binding term sheet to GAN under which Bidder E and Bidder F would make a senior secured loan to GAN to refinance the $30 million term loan. Taken as a whole, the GAN board of directors determined that the proposal contemplated by such term sheet was not in the best interests of the GAN shareholders. However, in an effort to improve the terms from GAN’s perspective, the GAN board of directors and management continued to engage in discussions with Bidder E and Bidder F. In parallel with the ongoing discussions with Bidder E and Bidder F, GAN continued discussions with SEGA SAMMY HOLDINGS relating to a possible refinance of the $30 million term loan.

On April 5, 2023, representatives of GAN’s management and of SEGA SAMMY HOLDINGS’ management met to discuss the terms of a possible financing transaction.

Also on April 5, 2023, representatives of B. Riley delivered to representatives of SMBC Nikko Securities, Inc., financial advisor to SEGA SAMMY HOLDINGS (“SMBC Nikko”), a request from GAN to SEGA SAMMY HOLDINGS to increase the term loan amount to $50 million.

On April 7, 2023, representatives of SEGA SAMMY HOLDINGS sent to representatives of GAN’s management a non-binding term sheet outlining proposed terms for a possible financing transaction, which included an initial draft of an exclusivity agreement pursuant to which GAN would agree to exclusively negotiate with SEGA SAMMY HOLDINGS for a strategic transaction involving the sale of significant equity or assets of GAN.

On April 8, 2023, representatives of Sheppard Mullin delivered to representatives of Greenberg Traurig, LLP (which we refer to as “Greenberg Traurig”), counsel to SEGA SAMMY HOLDINGS, proposed drafts of documents for a possible financing transaction as well as a revised draft of the exclusivity agreement.

Between April 8, 2023 and April 12, 2023, representatives of Sheppard Mullin and of Greenberg Traurig exchanged mark-ups to drafts of documents for a possible financing transaction, including documents regarding the assignment of the credit facility for the $30 million term loan to SEGA SAMMY HOLDINGS or an affiliate thereof, the amendment of the existing credit facility for the $30 million term loan, and mark-ups to the exclusivity agreement.

In conjunction with the assignment of the credit facility for the $30 million term loan to an affiliate of SEGA SAMMY HOLDINGS, on April 12, 2023, GAN entered into an exclusivity agreement with SEGA SAMMY HOLDINGS, pursuant to which GAN agreed to exclusively negotiate with SEGA SAMMY HOLDINGS regarding a possible strategic transaction involving the sale of significant equity or assets of GAN. The exclusivity agreement had an initial term of 30 days, which was automatically extended for an additional 45 days if SEGA SAMMY HOLDINGS provided preliminary terms for a proposed acquisition of GAN that were reasonably acceptable to GAN.

On April 13, 2023, GAN entered into an amendment to credit facility for the $30 million term loan, Beach Point assigned its position under the credit facility to an affiliate of SEGA SAMMY HOLDINGS, and GAN entered into a second amendment to the credit facility with an affiliate of SEGA SAMMY HOLDINGS pursuant to which, among other things, GAN borrowed an additional $12 million of term loans. The second amendment, which became effective on April 14, 2023: (a) decreased the interest rate on all outstanding term loans to eight percent per annum, payable in kind, (b) extended the maturity date for all term loans to April 14, 2026, and (c) implemented a prepayment fee of 14% for any prepayment on any of the term loans during the first five months after April 14, 2023, which fee would become payable if GAN entered into a definitive agreement relating to change of control of GAN within such five month period.

On April 18, 2023, representatives of SEGA SAMMY HOLDINGS were provided access to GAN’s virtual data room, which was updated to include more recent finance, operating and regulatory materials relating to GAN’s business.

Also on April 18, 2023, representatives of each of GAN’s management, SEGA SAMMY HOLDINGS, B. Riley and SMBC Nikko held a video conference to discuss workstreams and due diligence processes.

On May 12, 2023, representatives of SEGA SAMMY HOLDINGS delivered a non-binding letter of intent to GAN, proposing to acquire all of the outstanding ordinary shares of GAN for an all-cash purchase price in the range of $1.46 to $2.12 per share. Following receipt of the non-binding letter of intent, on May 15, 2023, the GAN board of directors established the special committee and delegated to it the authority to evaluate strategic transactions including the sale of all or part of GAN.

On May 15, 2023, the special committee met, with representatives of Sheppard Mullin and B. Riley in attendance, to review the non-binding letter of intent received from SEGA SAMMY HOLDINGS. Representatives of B. Riley reviewed the process that had taken place to date and reviewed a preliminary financial analysis of GAN. Representatives of Sheppard Mullin reviewed the material terms of the letter of intent. The special committee directed B. Riley to reply to SEGA SAMMY HOLDINGS with a counterproposal of $4.00 per share. SEGA SAMMY HOLDINGS did not agree with the $4.00 per share valuation and the non-binding letter of intent was not signed. The term of the exclusivity agreement expired and at the request of the special committee, GAN management, with the assistance of B. Riley, began soliciting additional prospective bidders for a strategic transaction involving the sale of all or part of GAN.

Between May 17, 2023 and May 22, 2023, representatives of B. Riley and of SMBC Nikko engaged in discussions regarding GAN’s valuation in the non-binding letter of intent delivered to GAN by representatives of SEGA SAMMY HOLDINGS on May 12, 2023.

On May 23, 2023, SEGA SAMMY HOLDINGS submitted a revised non-binding letter of intent to GAN, proposing to acquire all of the outstanding ordinary shares of GAN for an all-cash purchase price of $1.80 to $2.20 per share, subject to the parties entering into another exclusivity agreement.

On May 24, 2023 the special committee met, with representatives of B. Riley in attendance, to discuss the revised non-binding letter of intent from SEGA SAMMY HOLDINGS, including its request for exclusivity. The special committee directed B. Riley to reply to SEGA SAMMY HOLDINGS with a counterproposal at a price above $3.00 per share and to inform SEGA SAMMY HOLDINGS that GAN would not enter into a new exclusivity agreement unless the parties reached preliminary agreement on valuation. Thereafter representatives of SMBC Nikko and representatives of B. Riley continued to meet to discuss valuation for a potential transaction.

On May 26, 2023, representatives of B. Riley and of SMBC Nikko discussed continuing confirmatory due diligence without exclusivity and other process-related matters.

On June 11, 2023, representatives of GAN’s management and of SEGA SAMMY HOLDINGS discussed matters related to GAN’s operations and strategy.

From June 26, 2023 to June 27, 2023, representatives of GAN’s management and of SEGA SAMMY HOLDINGS held meetings at GAN’s offices in California to discuss matters relating to due diligence.

On July 3, 2023, representatives of an online sportsbook operator (Bidder G) corresponded with representatives of B. Riley regarding Bidder G’s proposal to operate GAN’s B2C sports betting business under a multi-year license arrangement with an option to purchase the business at the end of the license term.

On July 11, 2023, representatives of GAN’s management and of SEGA SAMMY HOLDINGS held a meeting to discuss business strategy and valuation-related items.

On July 18, 2023, a U.S. based casino operator (Bidder H) submitted a non-binding indication of interest to GAN proposing to acquire GAN through a reverse merger whereby Bidder H would (a) complete a pending disposition of a portion of its business and then (b) combine its business operations with those of GAN. The non-binding indication of interest contemplated that, immediately following the closing of the transaction with GAN, Bidder H’s shareholders would own 80% of the outstanding equity of the combined company and the GAN shareholders would own 20% of the outstanding equity of the combined company. Representatives of B. Riley corresponded with the special committee regarding the estimated value of Bidder H’s business based on current industry multiples of similar businesses and the implied valuation of GAN based the GAN shareholders owing 20% of the combined company immediately following the closing of the transaction. The special committee believed the implied valuation of GAN in Bidder H’s proposal did not reflect a substantial premium to the then-current trading price of GAN’s ordinary shares and was lower than the all-cash purchase price of $1.80 to $2.20 per share in SEGA SAMMY HOLDINGS’ May 23, 2023 revised non-binding letter of intent. The special committee, with the assistance of B. Riley, also considered the potential for greater execution risk associated with the Bidder H proposal as compared to a potential transaction with SEGA SAMMY HOLDINGS.

On July 21, 2023, a sports betting operator in Europe (Bidder I) submitted a non-binding letter of intent to GAN proposing to acquire GAN’s B2C sports betting business for cash at a valuation of 4.0 to 6.5 times trailing 12 month adjusted EBITDA, subject to its due diligence of the business.

Also on July 21, 2023, representatives of GAN’s management and of SEGA SAMMY HOLDINGS discussed the strategic review process and valuation-related items.

On July 24, 2023, the special committee met with representatives of B. Riley in attendance to review each of the proposals received to date: the all-cash offer from SEGA SAMMY HOLDINGS reflected in SEGA SAMMY HOLDINGS’ May 23, 2023 revised non-binding letter of intent, the proposal to license the sports betting business to Bidder G, the reverse merger proposal from Bidder H, and the offer for the B2C sports betting business from Bidder I. Following such review, the special committee noted that (a) the proposal from Bidder G required GAN to give up control of its B2C sports betting business without a substantial up-front payment, (b) the implied valuation of GAN in Bidder H’s proposal was not better, from a financial point of view, for the GAN shareholders than the all-cash purchase price of $1.80 to $2.20 per share in SEGA SAMMY HOLDINGS’ May 23, 2023 revised non-binding letter of intent and (c) the proposal from Bidder I was subject to additional diligence and negotiations over adjustments to GAN’s EBIDTA. After discussion and evaluation, the special committee determined to not enter into any of the proposed non-binding letters of intent or indications of interest on the terms presented, and directed B. Riley to continue negotiations to seek better terms with each bidder.

On August 1, 2023, SEGA SAMMY HOLDINGS submitted a revised non-binding letter of intent to GAN, proposing to acquire all of the outstanding ordinary shares of GAN for an all-cash purchase price of $2.51 per share subject to confirmatory due diligence.

On August 2, 2023, the special committee met with representatives of Sheppard Mullin and B. Riley in attendance to review the terms proposed in the revised non-binding letter of intent submitted by SEGA SAMMY HOLDINGS, including the request for exclusivity. After discussion and evaluation, the special committee directed Sheppard Mullin and B. Riley to continue negotiations with SEGA SAMMY HOLDINGS.

On August 5, 2023, Bidder H submitted a revised non-binding indication of interest to GAN proposing to acquire GAN through a reverse merger. The revised non-binding indication interest contemplated that, immediately following the closing of the transaction with GAN, Bidder H’s shareholders would own 70% of the outstanding equity of the combined company and the GAN shareholders would own 30% of the outstanding equity of the combined company, and proposed a 21-day exclusivity period during with Bidder H would conduct confirmatory due diligence. The special committee determined, after consultation with B. Riley, that the valuation for GAN implied by the revised non-binding indication of interest was less than the all-cash proposal contemplated by the revised non-binding letter of intent received from SEGA SAMMY HOLDINGS on August 1, 2023. Moreover, Bidder H had not requested or conducted due diligence on the materials in the virtual data room, increasing the due diligence and execution risk associated with its proposal. The special committee determined that the terms contemplated by the revised offer non-binding indication of interest from Bidder H were not in the best interests of the GAN shareholders and directed B. Riley to communication the same to Bidder H.

On August 7, 2023, representatives of SMBC Nikko submitted a further revised non-binding letter of intent on behalf of SEGA SAMMY HOLDINGS to representatives of B. Riley, which included a $2.51 per share purchase price subject to a working capital adjustment, a non-solicitation provision, and a 30-day exclusivity period with an automatic 30-day extension. Representatives of B. Riley forwarded the revised letter of intent to representatives of Sheppard Mullin.

On August 8, 2023, representatives of Sheppard Mullin corresponded with the special committee regarding the terms of the revised non-binding letter of intent, including the exclusivity provision. Over the next two days, Sheppard Mullin received comments from the special committee on various terms of the revised non-binding letter of intent.

On August 9, 2023, GAN issued its earnings release for the three months ended June 30, 2023. The earnings release stated that GAN had received indications of interest from several prospective bidders interested in acquiring all or part of GAN’s business.

On August 10, 2023, at the special committee’s request, representatives of Sheppard Mullin sent a revised draft of the non-binding letter of intent to representatives of Greenberg Traurig. The revised draft eliminated the working capital adjustment, introduced a fiduciary out for the non-solicitation provision, and revised the exclusivity period to an initial 30-days with two 15-day extensions.

On August 11, 2023, Wynn Resorts, one of GAN’s largest B2B online casino operators, unexpectedly announced that it would be reducing its online gaming operations and would terminate online operations in eight states in the U.S.

On August 17, 2023, representatives of GAN’s management and of SEGA SAMMY HOLDINGS discussed GAN’s business plan.

Also on August 17, 2023, representatives of SEGA SAMMY HOLDINGS submitted a revised draft letter of intent to representatives of GAN for an all-cash offer of $2.51 per share and a request for an exclusivity period of 30 days, which could be extended for up to two additional 15-day periods, subject to specified conditions being met.

From August 17 to August 27, 2023, representatives of Greenberg Traurig and Sheppard Mullin had numerous discussions concerning the terms of the non-binding letter of intent and exchanged additional drafts.

On August 22, 2023, representatives of GAN’s management and of SEGA SAMMY HOLDINGS discussed GAN’s business strategy.

On August 23, 2023, representatives of B. Riley and of SMBC Nikko discussed matters in SEGA SAMMY HOLDINGS’ August 17, 2023 revised letter of intent, including provisions related to the extension or termination of exclusivity.

On August 24, 2023, representatives of B. Riley communicated to representatives of SMBC Nikko that GAN, in the spirit of moving the transaction forward, would be willing to drop its request that exclusivity would automatically terminate if SEGA SAMMY HOLDINGS reduced its per share offer price by more than 10%.

On August 25, 2023, representatives of SMBC Nikko communicated to representatives of B. Riley that SEGA SAMMY HOLDINGS would agree to submit an offer at $2.51 per share if such price was based on information available to SEGA SAMMY HOLDINGS up until July 31, 2023.

On August 28, 2023, representatives of Greenberg Traurig sent a revised draft of the non-binding letter of intent to representatives of Sheppard Mullin. The revised draft contemplated the acquisition by SEGA SAMMY HOLDINGS (or its affiliate) of all of GAN’s issued ordinary shares at a price of $2.51 per share, subject to the completion of confirmatory due diligence, and included a 30-day exclusivity period, which would automatically extend for two additional 15-day periods unless either party gave notice of intent to terminate discussions.

On August 28, 2023, the special committee met with representatives of B. Riley and of Sheppard Mullin in attendance to discuss the revised draft of the non-binding letter of intent received by representatives of Sheppard Mullin earlier that day. Following discussion of the terms of such draft and following an evaluation of the status of negotiations with other bidders, including the most recent indications of interest from Bidder G, Bidder H, and Bidder I, the special committee determined to authorize GAN to enter into the non-binding letter of intent received by representatives of Sheppard Mullin earlier that day.

On August 29, 2023, GAN and SEGA SAMMY HOLDINGS entered into the non-binding letter of intent discussed above (which we refer to as the “August 29 letter of intent”).

On August 31, 2023, Bidder I submitted a revised non-binding indication of interest to GAN proposing to acquire GAN’ B2C sports betting business at a purchase price of $65 million, subject to due diligence review. At the request of the special committee, GAN’s management informed Bidder I that GAN was under exclusivity and could not discuss Bidder I’s revised non-binding indication of interest.

From September 4, 2023 to September 6, 2023, Seamus McGill and Dermot Smurfit attended meetings with representatives of SEGA SAMMY HOLDING at SEGA SAMMY HOLDINGS’ offices in Japan to discuss the prospects of GAN’s business and matters related to the merger contemplated by the August 29 letter of intent.

On September 10, 2023, representatives of Greenberg Traurig delivered the initial draft of the merger agreement to representatives of Sheppard Mullin.

On September 11, 2023, the Chilean federal government approved resolutions proposed by the Chilean Economic Commission and Chamber of Deputies that paved the way for the regulation of gaming in that country and the creation of a framework for prosecuting illegal gaming operations.

On September 12, 2023, the special committee met with representatives of Sheppard Mullin in attendance. At the meeting, Mr. McGill provided an update on the discussions at the meetings with representatives of SEGA SAMMY HOLDINGS in Japan described above. The special committee then discussed next steps and potential timing for the merger contemplated by the August 29 letter of intent.

On September 13, 2023, representatives of Sheppard Mullin and of Greenberg Traurig met to discuss the initial draft of the merger agreement.

On September 14, 2023, representatives of Sheppard Mullin sent an email to members of the special committee enclosing a list of certain key issues for the special committee to consider related to provisions in the initial draft of the merger agreement, including proposed interim funding requirements, conditions to closing, the anticipated closing date, the end date and the amount of termination fees.

On September 15, 2023, the special committee met with representatives of Sheppard Mullin in attendance to review the draft merger agreement. Representatives of Sheppard Mullin discussed certain of the key business terms at issue and received direction from the special committee on those terms.

On September 19, 2023, representatives of Sheppard Mullin delivered a mark-up of the merger agreement to representatives of Greenberg Traurig.

On September 22, 2023, representatives of SMBC Nikko communicated to representatives of B. Riley that SEGA SAMMY HOLDINGS determined to decrease the per share purchase price for the proposed acquisition of GAN from $2.51 to $2.05, citing concerns over the impact of Wynn’s retrenchment of its online gaming business. Representatives of B. Riley communicated the same to the special committee. The special committee directed B. Riley to inform SMBC Nikko that the special committee did not believe that a decrease the per share purchase price was warranted.

On September 25, 2023, Dermot Smurfit resigned as GAN’s chief executive officer and from all director and officer positions with GAN and its affiliated entities.

Also on September 25, 2023, the exclusivity period under the August 29 letter of intent was automatically extended by 15 days to October 13, 2023.

On September 26, 2023, the GAN board of directors appointed Seamus McGill, the then chairman of the GAN board of directors, as GAN’s interim chief executive officer.

Between September 27, 2023 and October 2, 2023, representatives of B. Riley and of SMBC Nikko discussed matters related to valuation, due diligence, management changes at GAN and the merger agreement.

On September 29, 2023, representatives of Greenberg Traurig delivered a revised draft of the merger agreement to representatives of Sheppard Mullin, which did not specify a per share purchase price.

On October 2, 2023, the special committee met with representatives of Sheppard Mullin and of B. Riley in attendance. Representatives of B. Riley reviewed with the special committee its most recent discussions with SMBC Nikko regarding valuation and confirmatory due diligence. Representatives of Sheppard Mullin reviewed with the special committee the status of negotiations over key provisions in the draft merger agreement, including provisions related to the per share purchase price, interim financing, conditions to closing, the end date, and termination fees. The special committee directed B. Riley to communicate to SMBC Nikko a counter on the per share purchase price for the proposed acquisition of GAN at $2.38 per share.

On October 3, 2023, representatives of GAN and of SEGA SAMMY HOLDINGS discussed matters related to the potential merger.

On October 4, 2023, the special committee instructed representatives of B. Riley to inform representatives of SMBC Nikko that GAN agreed to SEGA SAMMY HOLDINGS’ $2.05 per share offer price.

On October 5, 2023, representatives of SMBC Nikko informed representatives of B. Riley that SEGA SAMMY HOLDINGS intended to lower its previously communicated $2.05 per share offer price due to changes relating to GAN’s operations since that per share offer price was communicated on September 22, 2023.

On October 7, 2023, representatives of each of SMBC Nikko, B. Riley, SEGA SAMMY HOLDINGS, Greenberg Traurig, GAN and Blank Rome LLP, gaming regulatory counsel for GAN, met to discuss Dermot Smurfit’s separation-related matters from a labor and gaming regulatory perspective.

From October 10, 2023 to October 12, 2023, representatives of each of GAN and SEGA SAMMY HOLDINGS attended the Global Gaming Expo in Nevada.

On October 10, 2023, representatives of GAN advised representatives of SEGA SAMMY HOLDINGS that while negotiations had been ongoing, it believed an agreement could be reached prior to October 13, 2023 and was therefore GAN was electing not to extend exclusivity under the August 29 letter of intent beyond that date.

On October 11, 2023, representatives of SMBC Nikko advised representatives of B. Riley that SEGA SAMMY HOLDINGS was reducing the per share purchase price in its offer to $1.90 per share, subject to agreement on outstanding legal issues, citing concerns over risks related to the potential regulatory changes in Chile as well as the recent changes in GAN management.

On October 19, 2023, representatives of Greenberg Traurig and Sylvia Tiscareño, general counsel for GAN, held additional discussions related to GAN’s management changes and the separation of Dermot Smurfit.

Between October 12, 2023 and November 3, 2023, representatives of each of GAN and SEGA SAMMY HOLDINGS continued to negotiate the terms of the merger agreement and related ancillary agreements, with representatives of each of Sheppard Mullin and Greenberg Traurig exchanging multiple drafts and holding regular calls to discuss open terms in the draft merger agreement and their client’s respective positions. Among the provisions most negotiated were those related to the ability of the GAN board of directors to effect an adverse recommendation change if the failure to take such action would be inconsistent with its fiduciary duties under applicable law, conditions to closing, termination rights and termination fees. During this period, representatives of Sheppard Mullin kept the special committee and the GAN board of directors fully apprised of the status of negotiations and received direction and input from the special committee on all key terms in the draft merger agreement.

Following the expiration of exclusivity under the August 29 letter of intent, at the request of the special committee, GAN management re-engaged with representatives of Bidder I concerning a possible sale of GAN’s sports betting business to Bidder I. Bidder I expressed concern regarding the potential effects on GAN’s B2C business of the potential changes in the regulation of gaming in Chile following the Chilean federal government’s approval on September 11, 2023 of resolutions proposed by the Chilean Economic Commission and Chamber of Deputies that paved the way for the regulation of gaming in that country and the creation of a framework for prosecuting illegal gaming operations. Bidder I did not engage in significant due diligence and GAN did not engage in substantive negotiations with Bidder I with respect to its August 31, 2023 non-binding indication of interest.

On October 31, 2023, Bank 2 contacted GAN management on behalf of Bidder C expressing interest in evaluating an acquisition of all of GAN, not just GAN’s B2C sports betting business. GAN management advised Bidder C that, based on the status of GAN’s planned operations, Bidder C would have to become licensed in Nevada as part of the proposed acquisition. Bidder C did not engage, through Bank 2 or otherwise, in any further discussion or negotiations after that initial call.

On November 5, 2023, the special committee met with representatives of B. Riley and Sheppard Mullin in attendance. Representatives of B. Riley reported that SEGA SAMMY HOLDINGS’ best and final offer was $1.97 per share. Representatives of Sheppard Mullin provided the special committee with an update on the provisions in the merger agreement related to conditions to closing, the anticipated closing date, the end date, and the amount of the termination fees payable by the parties in the event of termination of the merger agreement in certain circumstances and the circumstances under which the termination fees would be payable. The special committee directed B. Riley and Sheppard Mullin to continue negotiations to complete the merger agreement at a $1.97 per share purchase price.

On November 6, 2023, representatives of Sheppard Mullin and of Greenberg Traurig discussed final revisions to key terms in the merger agreement including, the per share purchase price, conditions to closing, the anticipated closing date and termination fees. Later that day, representatives of Sheppard Mullin provided the special committee with an updated draft of the merger agreement, together with a summary of the key deal terms.

On November 7, 2023, the special committee met with representatives of Sheppard Mullin and of B. Riley in attendance to review the terms of the draft merger agreement. The representatives of Sheppard Mullin reviewed the terms of the draft merger agreement, including the per share purchase price, conditions to closing, the ability of the GAN board of directors to effect an adverse recommendation change if the failure to take such action would be inconsistent with its fiduciary duties under applicable law, the amount of the termination fees payable by the parties in the event of termination of the merger agreement in certain circumstances and the circumstances under which the termination fees would be payable. The representatives of B. Riley reviewed its financial analysis of the $1.97 per share consideration to be received by holders of the ordinary shares in the proposed merger and rendered an oral opinion to the special committee, which was confirmed in writing by delivery of B. Riley’s written opinion dated November 7, 2023, to the effect that, as of such date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by B. Riley in preparing its opinion, the $1.97 per share consideration to be received by the holders of GAN ordinary shares in the merger pursuant to the merger agreement was fair, from a financial point of view, to those shareholders.

The special committee, in consultation with representative s of B. Riley, also considered whether any of the other bidders who previously submitted non-binding indications of interest would be likely to offer a superior offer. The special committee took note of the fact that GAN had publicly announced its intention to evaluate strategic alternatives, had actively solicited a number of possible strategic investors, and reviewed and evaluated all non-binding indications of interest received. The special committee also considered the risk of continuing the strategic alternative process, including the risks that SEGA SAMMY HOLDINGS would withdraw its offer, and risks related to business execution, changes in the capital markets and interest rates, and changes in customer demand, any of which could have a material impact on GAN’s business and the value of GAN’s ordinary shares in a future transaction. Following the foregoing considerations, the special committee unanimously determined to recommend to the GAN board of directors that it (a) determine that $1.97 per share merger consideration constitutes fair value for each ordinary share in accordance with the Bermuda Companies Act, (b) determine that the terms of the merger agreement, the statutory merger agreement, the merger and the other agreements and transactions contemplated by the merger agreement and the statutory merger agreement are in the best interests of GAN and its shareholders, (c) approve and declare advisable GAN’s execution, delivery and performance of the merger agreement and the statutory merger agreement and the transactions contemplated by the merger agreement and the statutory merger agreement, including the merger, (d) direct that the merger agreement and the statutory merger agreement be submitted to GAN shareholders for adoption and approval and (e) recommend that GAN shareholders vote in favor of adoption and approval of the merger agreement, the statutory merger agreement and the transactions contemplated by the merger agreement and the statutory merger agreement, including the merger

Later on November 7, 2023, and after the special committee meeting described above, the GAN board of directors met with representatives of Sheppard Mullin and of B. Riley in attendance. The representatives of Sheppard Mullin reviewed the terms of the draft merger agreement, including changes to material provisions of the merger agreement from the last version reviewed by the GAN board of directors. At the same meeting, representatives of B. Riley reviewed with the GAN board of directors B. Riley’s financial analysis of the $1.97 per share consideration that it had reviewed with the special committee and informed the GAN board of directors that B. Riley had rendered its opinion to the special committee. The GAN board of directors also discussed, in consultation with representatives of B. Riley, the status of the other bidders and the special committee’s assessment that the other bidders were unlikely to submit a bid at a premium to the $1.97 per share consideration contemplated by the proposed merger agreement, as well as the risks involved in deferring entering into the proposed merger agreement, including those risks considered by the special committee described above. After discussing each of the above matters in full and considering each of the factors set forth below in “—GAN’s Reasons for the Merger and Recommendation of the GAN Board of Directors,” below, among others, the GAN board of directors unanimously (a) determined that the merger consideration constitutes fair value for each ordinary share in accordance with the Bermuda Companies Act, (b) determined that the terms of the merger agreement, the statutory merger agreement, the merger and the other agreements and transactions contemplated by the merger agreement and the statutory merger agreement are in the best interests of GAN and its shareholders, (c) approved and declared advisable GAN’s execution, delivery and performance of the merger agreement and the statutory merger agreement and the transactions contemplated by the merger agreement and the statutory merger agreement, including the merger, (d) directed that the merger agreement and the statutory merger agreement be submitted to GAN shareholders for adoption and approval, and (e) recommends that GAN shareholders vote in favor of adoption and approval of the merger agreement, the statutory merger agreement and the transactions contemplated by the merger agreement and the statutory merger agreement, including the merger.

Later on November 7, 2023, and after the meeting of the GAN board of directors described above, the parties executed the merger agreement and GAN issued a press release announcing its entry into the merger agreement.

On November 8, 2023, prior to the opening of trading on The Nasdaq Capital Market, GAN filed a Current Report on Form 8-K with the SEC reporting its the entry into the merger agreement.

On December 15, 2023, GAN, SSC and Merger Sub entered into that certain Amendment to Agreement and Plan of Merger to conform the definition of the “Requisite Shareholder Approval” in Section 3.2(d) of the merger agreement to the voting standard set forth in GAN’s bye-laws. That amendment provides that the Requisite Shareholder Approval is a simple majority of the votes cast at a shareholders meeting in which at least two persons holding or representing by proxy more than fifty percent of the voting power represented by GAN’s issued ordinary shares.

GAN’s Reasons for the Merger and Recommendation of the GAN Board of Directors

The GAN board of directors, based on the unanimous recommendation of the special committee, unanimously (a) determined that the merger consideration constitutes fair value for each ordinary share in accordance with the Bermuda Companies Act, (b) determined that the terms of the merger agreement, the statutory merger agreement, the merger and the other agreements and transactions contemplated by the merger agreement and the statutory merger agreement are in the best interests of GAN and its shareholders, (c) approved and declared advisable GAN’s execution, delivery and performance of the merger agreement and the statutory merger agreement and the transactions contemplated by the merger agreement and the statutory merger agreement, including the merger, (d) directed that the merger agreement and the statutory merger agreement be submitted to GAN shareholders for adoption and approval and (e) recommends that GAN shareholders vote in favor of adoption and approval of the merger agreement, the statutory merger agreement and the transactions contemplated by the merger agreement and the statutory merger agreement, including the merger. The GAN board of directors made these determinations in accordance with and upon the unanimous recommendation of the special committee and after consultation with GAN’s management and independent legal and financial advisors and consideration of a number of factors.

For purposes of Section 106(2)(b)(i) of the Bermuda Companies Act, the GAN board of directors has considered and determined $1.97, without interest and less any applicable withholding taxes, to be fair value for each ordinary share.

The GAN board of directors unanimously recommends that you vote: (i) “FOR” the merger proposal; (ii) “FOR” the compensation advisory proposal; and (iii) “FOR” the adjournment proposal.

Positive Factors Relating to the Merger

As described in the section of this proxy statement titled “The Merger — Background of the Merger,” the GAN board of directors, prior to and in reaching its determination at its meeting on November 7, 2023, that the terms of the merger agreement, the statutory merger agreement, the merger and the other agreements and transactions contemplated by the merger agreement and the statutory merger agreement are in the best interests of GAN and its shareholders, consulted with GAN’s management, financial advisors and outside legal counsel and considered a variety of potentially positive factors relating to the merger, including, but not limited to, the following (which are not necessarily listed in order of relative importance):

Treatment of Ordinary Shares

Terms of the Merger Agreement

Risk and Other Considerations of the Merger

In the course of its deliberations, the GAN board of directors, in consultation with GAN management, financial advisors and outside legal counsel, also considered a variety of risks and other potentially negative factors relating to the merger, including the following (which are not necessarily listed in order of relative importance):

After taking into account the factors set forth above, as well as others, the GAN board of directors concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the merger were outweighed by the potential benefits of the merger to GAN shareholders. Accordingly, the GAN board of directors unanimously, based on the unanimous recommendation of the special committee, (a) determined that the merger consideration constitutes fair value for each ordinary share in accordance with the Bermuda Companies Act, (b) determined that the terms of the merger agreement, the statutory merger agreement, the merger and the other agreements and transactions contemplated by the merger agreement and the statutory merger agreement are in the best interests of GAN and its shareholders, (c) approved and declared advisable GAN’s execution, delivery and performance of the merger agreement and the statutory merger agreement and the transactions contemplated by the merger agreement and the statutory merger agreement, including the merger, (d) directed that the merger agreement and the statutory merger agreement be submitted to GAN shareholders for adoption and approval and (e) recommends that GAN shareholders vote in favor of adoption and approval of the merger agreement, the statutory merger agreement and the transactions contemplated by the merger agreement and the statutory merger agreement, including the merger.

The foregoing discussion of the factors considered by the GAN board of directors is not intended to be exhaustive, but rather a summary of the material factors considered by the GAN board of directors. In reaching its decision to approve the merger agreement and the statutory merger agreement, including the merger and other transactions contemplated by the merger agreement and the statutory merger agreement, the GAN board of directors did not find it practicable to, and did not, quantify or assign any relative weights to the specific factors considered in reaching its determinations and recommendations, and individual directors may have given different weights to different factors. The GAN board of directors did not undertake to many any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination and recommendation. The GAN board of directors considered the various factors as a whole and based its recommendation on the totality of information presented, including discussions with, and questioning of, GAN’s management, financial advisors and outside legal counsel, and overall considered the factors to be favorable to, and to support, its determination.

The foregoing discussion of the information and factors considered by the GAN board of directors is forward-looking in nature. This information should be read in light of the factors described under the section of this proxy statement titled “Cautionary Statement Concerning Forward-Looking Information.”

Opinion of GAN’s Financial Advisor

On November 7, 2023, B. Riley rendered to the special committee its oral opinion (which was subsequently confirmed in writing by delivery of B. Riley’s written opinion dated November 7, 2023), to the effect that, as of November 7, 2023, and based upon and subject to the qualifications, limitations, assumptions and other matters considered by B. Riley in connection with the preparation of the opinion, the merger consideration to be received by the holders of ordinary shares in the merger pursuant to the merger agreement was fair from a financial point of view to such holders.

B. Riley’s opinion was directed to the special committee (in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of ordinary shares of the merger consideration to be received by such holders in the merger pursuant to the merger agreement and the statutory merger agreement and did not address any other aspect or implication of the merger, the merger agreement, the statutory merger agreement or any other agreement or understanding entered into in connection with the merger or otherwise. The summary of B. Riley’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by B. Riley in preparing its opinion. However, neither B. Riley’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement is intended to be, and they do not constitute, a recommendation to the special committee, the GAN board of directors, GAN, any security holder of GAN or any other person as to how to act or vote on any matter relating to the merger or otherwise.

In arriving at its opinion, B. Riley, among other things:

In preparing its opinion, at the special committee’s direction, B. Riley relied, without assuming responsibility or liability for independent verification, upon the accuracy and completeness of all financial and other information available from public sources and all other information provided to B. Riley or otherwise discussed with or reviewed by it. GAN management advised B. Riley and, with the special committee’s consent and approval, B. Riley assumed that the Base Case Projections and the Downside Case Projections were reasonably prepared in good faith and represented GAN management’s best currently available estimates and judgments with respect to the future financial performance of GAN. B. Riley assumed no responsibility for and expressed no view or opinion as to the Base Case Projections, the Downside Case Projections or the respective assumptions on which they were based. At the special committee’s direction, B. Riley used and relied upon the Base Case Projections and the Downside Case Projections for purposes of its analyses and opinion and assumed that the Base Case Projections and the Downside Case Projections provided a reasonable basis upon which to evaluate GAN and the merger. B. Riley also assumed that there were no changes in the assets, financial condition, results of operations, business or prospects of GAN since the respective dates of the last financial statements and other information, financial or otherwise, made available to B. Riley that would be material to its analyses or opinion, and that there was no information or any facts or developments that would make any of the information reviewed by B. Riley inaccurate, incomplete or misleading.

The special committee advised B. Riley, and for purposes of its analyses and opinion, B. Riley relied upon and assumed, that (i) GAN’s consolidated financial statements for the six months ended June 30, 2023 and for the year ended December 31, 2022 were prepared on a going concern basis, (ii) GAN historically operated with net losses and had not generated positive cash flows and (iii) GAN’s current financial condition, liquidity resources, and planned near-term cash flows from operations were sensitive to changes in macro-economic conditions and the substantial variability inherent in GAN’s wager-based revenues streams, which factors indicated uncertainty related to the ability of GAN to meet its current obligations as they come due.

B. Riley was not asked to, and did not, undertake an independent verification of any information provided to or reviewed by it, nor was B. Riley furnished with any such verification, and B. Riley did not assume any responsibility or liability for the accuracy or completeness of such information. B. Riley did not make an independent evaluation or appraisal of the assets or the liabilities (contingent or otherwise) of GAN, nor did B. Riley evaluate the solvency of GAN under any state or federal laws. B. Riley did not undertake any independent analysis of any pending or threatened litigation, possible unasserted claims or other contingent liabilities to which GAN was a party or may have been subject and its opinion made no assumption concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters.

B. Riley also assumed, with the special committee’s consent, that (i) in the course of obtaining any regulatory or third party consents or approvals in connection with the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on GAN or the contemplated benefits of the merger, (ii) the representations and warranties made by the parties in the merger agreement were accurate and complete in all respects; (iii) each party to the merger agreement would perform all of its covenants and obligations thereunder; and (iv) the merger would be consummated in accordance with the terms of the merger agreement, without waiver, modification or amendment of any term, condition or provision thereof. B. Riley also assumed that the merger agreement, when executed by the parties thereto, would conform to the draft reviewed by B. Riley in all respects material to its analyses and opinion. B. Riley is not a legal, tax or regulatory advisor and B. Riley relied upon, without independent verification, the assessments of GAN and its legal, tax and regulatory advisors with respect to such matters.

B. Riley’s opinion was limited to the fairness, from a financial point of view, to the holders of ordinary shares of the merger consideration to be received by such holders in the merger pursuant to the merger agreement, and B. Riley expressed no view or opinion as to the fairness of the merger to the holders of any other class of securities, creditors or other constituencies of GAN. B. Riley’s opinion did not address any other aspect or implication of the merger, the merger agreement, or any other agreement or understanding entered into in connection with the merger or otherwise. B. Riley also expressed no view or opinion as to the fairness of the amount or nature of the compensation to any of GAN’s officers, directors or employees, or any class of such persons, relative to the merger consideration or otherwise. B. Riley expressed no view or opinion as to the prices or range of prices at which ordinary shares may trade at any time. Furthermore, B. Riley did not express any opinion as to the impact of the merger on the solvency or viability of GAN or SSC, or the ability of GAN or SSC to pay its obligations when they become due.

B. Riley’s opinion was necessarily based upon economic, market, monetary, regulatory and other conditions as they existed and could be evaluated, and the information made available to it, as of the date of the opinion. Although subsequent developments may affect its opinion, B. Riley does not have any obligation to update, revise or reaffirm its opinion.

B. Riley’s opinion was for the information of the special committee (in its capacity as such) and the GAN board of directors (in its capacity as such) in connection with their consideration of the merger. B. Riley’s opinion did not constitute a recommendation to the special committee, the GAN board of directors, GAN, any security holder of GAN or any other person as to how to act or vote on any matter relating to the merger or otherwise. B. Riley’s opinion did not address the relative merits of the merger as compared to alternative transactions or strategies that might have been available to GAN or any other party to the merger, nor did it address the underlying business decision of the special committee, the GAN board of directors, GAN or any other party to effect the merger.

In preparing its opinion to the special committee, B. Riley performed a variety of analyses, including those described below. The summary of B. Riley’s analyses is not a complete description of the analyses underlying B. Riley’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither B. Riley’s opinion nor its underlying analyses is readily susceptible to summary description. B. Riley arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching B. Riley’s overall conclusion with respect to fairness, B. Riley did not make separate or quantifiable judgments regarding individual analyses. Accordingly, B. Riley believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying B. Riley’s analyses and opinion.

In performing its analyses, B. Riley considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in B. Riley’s analyses for comparative purposes is identical to GAN or the merger and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the Base Case Projections and the Downside Case Projections and the implied value reference ranges indicated by B. Riley’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of GAN. Much of the information used in, and accordingly the results of, B. Riley’s analyses are inherently subject to substantial uncertainty.

B. Riley’s opinion was only one of many factors considered by the special committee and the GAN board of directors in evaluating the merger. Neither B. Riley’s opinion nor its analyses were determinative of the merger consideration or of the views of the special committee, the GAN board of directors or management with respect to the merger or the merger consideration. The type and amount of merger consideration payable in the merger were determined through negotiation between GAN and SSC, and the decision to enter into the merger agreement was solely that of the special committee and the GAN board of directors.

Material Financial Analyses

The following is a summary of the material financial analyses performed by B. Riley in connection with the preparation of its opinion and reviewed with the special committee on November 7, 2023. The order of the analyses does not represent relative importance or weight given to those analyses by B. Riley. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis could create a misleading or incomplete view of B. Riley’s analyses.

For purposes of its analyses, B. Riley reviewed a number of financial metrics, including:

Unless the context indicates otherwise, enterprise values and equity values used in the selected companies analysis described below were calculated using the closing price of the ordinary shares and the common stock of the selected companies listed below as of November 3, 2023, and transaction values for the selected transactions analysis described below were calculated on an enterprise value basis based on the value of the equity consideration in the announced transaction and other publicly available information at the time of the announcement. The estimates of the future financial performance of GAN relied upon for the financial analyses described below were based on the Base Case Projections and the Downside Case Projections, which were prepared by Company management and are summarized in the section of this proxy statement entitled “GAN Prospective Financial Information.” The estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.

Premiums Paid Analysis. B. Riley performed a premiums-paid analysis of the consideration to be received by the holders of ordinary shares. For this analysis, B. Riley reviewed the stock price premiums paid in transactions during the last three years on or prior to November 3, 2023 involving small-cap technology company targets (with a market capitalization of less than $1 billion one day prior to the applicable transaction) trading on a major U.S. exchange, which resulted in 47 transactions. B. Riley calculated the median premiums paid to the target company’s stockholders relative to the target company’s (i) closing share price one day prior to the announcement of the transaction, (ii) volume-weighted average trading price, or “VWAP,” for the seven trading days prior to the announcement of the transaction and (iii) VWAP for the thirty trading days prior to the announcement of the transaction. The results of these calculations are summarized in the following table:

Taking into account the results of the premiums paid analysis, B. Riley applied the median premiums indicated above to corresponding trading data for GAN as of November 3, 2023, applying the median one-day premium to the closing price of the ordinary shares of $0.93 per share as of November 3, 2023, the median 7-day VWAP to the 7-day VWAP of the ordinary shares of $0.91 per share as of November 3, 2023 and the median 30-day VWAP to the 30-day VWAP of the ordinary shares of $1.03 per share as of November 3, 2023. The premiums paid analysis indicated an implied value reference range per ordinary share of $1.20 to $1.39, as compared to the merger consideration of $1.97 per ordinary share in the merger pursuant to the merger agreement.

Discounted Cash Flow Analysis. B. Riley performed a discounted cash flow analysis of GAN based on the Base Case Projections and the Downside Case Projections provided by Company management. B. Riley applied a terminal value multiple of 6.5x to GAN’s estimated adjusted EBITDA for the fiscal year ending December 31, 2026 under both the Base Case Projections and the Downside Case Projections (in each case, as described in the section of this proxy statement titled “Certain GAN Prospective Financial Information” beginning on page 40) and, in each case, a discount rate of 21.6%. The discounted cash flow analysis indicated an implied value reference range per ordinary share of $0.30 to $2.05, as compared to the merger consideration of $1.97 per ordinary share in the merger pursuant to the merger agreement.

Selected Transactions Analysis. B. Riley reviewed certain financial terms of certain transactions involving target companies that B. Riley deemed relevant. The financial data reviewed included enterprise value as a multiple of revenue for the last 12 months available prior to the date of announcement, or “LTM Revenue.”

The selected transactions and corresponding multiples were:

NA refers to “Not Available”

NM refers to “Not Meaningful”

Taking into account the results of the selected transactions analysis, B. Riley applied a selected multiple range of 0.75x to 1.25x to GAN’s revenue for the last 12 months for the quarter ending September 30, 2023. The selected transactions analysis indicated an implied value reference range per ordinary share of $1.54 to $2.92, as compared to the merger consideration of $1.97 per ordinary share in the merger pursuant to the merger agreement.

Selected Companies Analysis. B. Riley reviewed certain financial data for selected companies with publicly traded equity securities that B. Riley deemed relevant. The financial data reviewed included enterprise value as of November 3, 2023, as a multiple of adjusted EBITDA for the year ending December 31, 2025, or “2025E Adjusted EBITDA.”

The selected companies and corresponding multiples were:

“NA” refers to not available.

“NM” refers to not meaningful.

Taking into account the results of the selected companies analysis, B. Riley applied a selected multiple range of 5.0x to 7.0x to GAN’s estimated revenue for the fiscal year ending December 31, 2025 under both the Base Case Projections and the Downside Case Projections. The selected companies analysis indicated an implied value reference range per ordinary share of $0.80 to $3.08, as compared to the merger consideration of $1.97 per ordinary share in the merger pursuant to the merger agreement.