Form 4: GAN Ltd. Completes Merger with SEGA Sammy Creation, Executive Cashes Out Shares and Options at $1.97 Per Share

GAN Ltd. has finalized its merger with SEGA Sammy Creation Inc., resulting in the conversion of all outstanding shares and employee stock options into cash at a price of $1.97 per share.

Summary

• GAN Limited completed its merger with SEGA Sammy Creation Inc. (SSC) and its subsidiary, Arc Bermuda Limited, on May 27, 2025, as per the Agreement and Plan of Merger dated November 7, 2023.
• As a result of the merger, each outstanding ordinary share of GAN was converted into the right to receive $1.97 in cash, without interest and less any applicable tax withholding.
• Endre Nesset, President, B2C of GAN Ltd., disposed of 110,201 ordinary shares held directly and 81,846 ordinary shares held indirectly through Eiketreet OU, both at a price of $1.97 per share.
• All outstanding employee stock options held by Mr. Nesset automatically accelerated in full and were cancelled in exchange for a lump sum cash payment.
• The cash payment for options was calculated as the product of (i) the excess of $1.97 over the per share exercise price and (ii) the number of shares issuable upon exercise, less tax withholding.
• Mr. Nesset's disposed options included 6,321, 35,762, 2,000, 8,000, and 83,430 shares, all with an exercise price of $0.01 per share.
• Following these transactions, Mr. Nesset holds 0 ordinary shares and 0 derivative securities of GAN Ltd.

Sentiment

Score: 7

Explanation: The sentiment is positive for shareholders and option holders as the merger successfully closed, providing a definitive cash payout and resolving uncertainty. However, it marks the end of GAN as an independent public entity.

Positives

• The completion of the merger provides a definitive cash value of $1.97 per share for all GAN shareholders, resolving prior uncertainties.
• All outstanding employee stock options, including those held by the reporting person, automatically accelerated and were cashed out, providing immediate liquidity to option holders.
• The transaction ensures a clear exit strategy and cash realization for investors and employees holding GAN equity.

Negatives

• GAN Ltd. ceases to be an independent publicly traded company, meaning shareholders will no longer participate in its future growth or potential upside.
• The reporting person, Endre Nesset, no longer holds any equity or derivative securities in GAN Ltd., losing future equity participation.

Risks

• The document does not explicitly mention future risks for GAN Ltd. as it has been acquired and is no longer a standalone public entity. The primary 'risk' for former shareholders is the cessation of future equity participation.

Future Outlook

As GAN Ltd. has been acquired by SEGA Sammy Creation Inc., there is no independent future outlook or guidance provided for GAN Ltd. as a standalone public entity.

Industry Context

This acquisition of GAN Ltd., a provider of B2B and B2C iGaming technology, by SEGA Sammy Creation Inc., a Japanese corporation, signifies continued consolidation and strategic expansion within the global gaming and gambling technology sector. It reflects a trend where larger entertainment or gaming conglomerates are integrating specialized technology providers to enhance their digital offerings and market reach.

Comparison to Industry Standards

• The per-share cash consideration of $1.97 for GAN Ltd. shares should be evaluated against the company's historical trading prices, analyst price targets, and comparable M&A transactions in the iGaming or gaming technology sector at the time the merger agreement was announced (November 7, 2023).
• While specific comparable companies or projects are not detailed in this Form 4, typical benchmarks for such acquisitions include revenue multiples, EBITDA multiples, and premium paid over the target's unaffected share price prior to the announcement.
• The automatic acceleration and cash-out of employee stock options upon merger completion is a standard practice in many M&A agreements, designed to provide liquidity and certainty to employees holding equity incentives.

Stakeholder Impact

• Shareholders: Received $1.97 per share in cash, concluding their investment in GAN Ltd.
• Employees: Those with stock options had their options fully accelerated and cashed out, providing immediate financial benefit.
• Customers/Suppliers: Operations are expected to continue under the new ownership, potentially with changes in strategic direction or integration with SEGA Sammy Creation's ecosystem.
• Creditors: The merger terms would typically address the treatment of existing debt and liabilities.

Next Steps

• GAN Ltd. shares will be delisted from public exchanges following the completion of the merger.
• The acquired entity will likely be integrated into SEGA Sammy Creation Inc.'s operations.

Key Dates

Keywords

GAN Ltd, Merger, Acquisition, SEC Form 4, Beneficial Ownership, Insider Transaction, SEGA Sammy Creation Inc., Gaming Technology, iGaming, Equity Incentive Plan, Stock Options, Cash Out