GAN Announces Definitive Agreement to be Acquired by SEGA SAMMY CREATION

Purchase price of $1.97 per share represents over 120% premium to latest closing price

All-cash transaction subject to customary closing conditions, regulatory approvals, and approval of GAN shareholders

GAN Limited, 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 the Company has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Sega Sammy Creation Inc., (“SSC”), a wholly-owned subsidiary of Sega Sammy Holdings, Inc. (“Sega Sammy”) an international conglomerate operating in the entertainment, gaming and resorts businesses.

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 $1.97 per share, which reflects a premium of 121% over the closing price of GAN’s ordinary shares on November 7, 2023, the last trading day prior to the date of this announcement.

Seamus McGill, Chairman and Interim Chief Executive Officer of GAN, commented: “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 U.S. B2C space, a slower than expected adoption of regulated online gaming in the U.S., along with changes to key customer contracts make the near-term operating environment challenging without ample capital resources. Sega Sammy has those resources and GAN is a strategic complement to their existing gaming portfolio. We believe this all-cash offer, at a substantial premium to recent trading prices, is the value-maximizing path for our shareholders.”

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 March 31, 2024.