GAN Limited Extends Merger Agreement with SEGA SAMMY – SEC Filing Report

On February 7, 2025, GAN Limited, a Bermuda-based company, entered into a Second Amendment to Agreement and Plan of Merger with SEGA SAMMY CREATION INC. and Arc Bermuda Limited. SEGA SAMMY CREATION INC. is a Japanese corporation and a subsidiary of SEGA SAMMY HOLDINGS, INC., which are affiliates of SEGA SAMMY HOLDINGS.

The Amendment pertains to the Agreement and Plan of Merger dated November 7, 2023, where Merger Sub will merge into GAN, making the latter a wholly-owned subsidiary of SEGA SAMMY CREATION INC. The Amendment specifically extends the “End Date” from February 7, 2025, to May 31, 2025. The purpose of this extension is to allow for additional time to secure necessary approvals from regulatory gaming authorities.

The Amendment does not alter the terms and conditions of the Merger Agreement, except for the extension of the End Date in Section 9.1(e). The full text of the Amendment is available as Exhibit 2.1 in the report. Moreover, a press release regarding this Amendment was issued on February 7, 2025, as captured in Exhibit 99.1 of the report.

Regarding forward-looking statements, the report highlights that actual results may vary from the predictions due to uncertainties and assumptions within the federal securities law. The company aims to update these statements in accordance with information, events, or circumstances post the report’s date.

In connection with the merger amendment, the Company also revealed that each GAN ordinary share will be converted into $1.97 in cash upon completion of the merger. The merger is expected to finalize in the second quarter of 2025, subject to customary closing conditions.

GAN, a prominent business-to-business supplier of internet gaming solutions to the U.S. land-based casino sector, will cease to be publicly traded after the merger. Detailed information about GAN and SEGA SAMMY HOLDINGS can be accessed on their respective websites.

Investors are urged to exercise caution when relying on forward-looking statements, as actual events may diverge from projected outcomes due to inherent risks. GAN pledges to update such statements only as required by law.

For further details and inquiries related to the merger agreement, interested parties can refer to the company’s filings with the Securities and Exchange Commission.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read GAN’s 8K filing here.

About GAN

GAN Limited operates as a business-to-business (B2B) supplier of enterprise software-as-a-service solutions to online casino gaming and sports betting applications in the United States, Europe, Latin America, and internationally. It operates through two segments: B2B and B2C. The company provides and licenses GameSTACK, an internet gaming platform that provides turnkey technology solution for regulated real-money internet gambling, online sports betting, and virtual simulated gaming.