GAN Limited Shareholders Approve SEGA SAMMY Merger Proposal at Special General Meeting of Shareholders
13 Februar 2024 - 10:45PM
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
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