Form 4: GAN Ltd Completes Merger with SEGA Sammy Creation Subsidiary, Shares Converted to Cash at $1.97

GAN Ltd has completed its merger with Arc Bermuda Limited, a subsidiary of SEGA Sammy Creation Inc., resulting in all outstanding ordinary shares being converted into cash at $1.97 per share.

Summary

• David Goldberg, a Director of GAN Ltd, reported the disposal of 137,411 ordinary shares of GAN Ltd on May 27, 2025.
• This transaction occurred as a result of the closing of the previously announced merger between GAN Limited and Arc Bermuda Limited, a wholly-owned subsidiary of SEGA Sammy Creation Inc. (SSC).
• 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.
• Following this transaction, David Goldberg's direct beneficial ownership of GAN ordinary shares is now 0.
• GAN Limited has merged with and into SSC, effectively ceasing to be an independent public entity.

Sentiment

Score: 7

Explanation: The sentiment is positive for shareholders who received cash for their shares at a pre-agreed price, indicating a successful completion of a corporate action. However, it marks the end of GAN as an independent entity, which could be seen as neutral or slightly negative for those who preferred its standalone public status.

Positives

• The merger completion provides liquidity to GAN shareholders at the agreed-upon price of $1.97 per share.
• The reporting person, David Goldberg, successfully monetized his shares as part of the merger.

Negatives

• GAN Limited has ceased to exist as an independent publicly traded company, meaning its shares are no longer traded.

Future Outlook

This Form 4 reports a completed transaction and does not provide forward-looking statements or guidance. The company, GAN Limited, has ceased to exist as an independent entity.

Industry Context

This merger signifies consolidation within the iGaming and gaming technology sector. SEGA Sammy Creation Inc.'s acquisition of GAN Limited indicates a strategic move to expand or integrate iGaming technology into its broader entertainment and gaming portfolio, potentially leveraging GAN's B2B software and content.

Comparison to Industry Standards

• The acquisition price of $1.97 per share for GAN Limited should be compared to other recent M&A transactions in the iGaming or B2B gaming technology sector to assess its fairness and premium (or discount) relative to pre-announcement trading prices.
• For example, similar transactions involving gaming software providers or platform companies (e.g., acquisitions by Evolution Gaming, Light & Wonder, or Flutter Entertainment) could serve as benchmarks for valuation multiples (e.g., EV/Revenue, EV/EBITDA).
• Specific comparable companies might include Kambi Group, Playtech, or Scientific Games (now Light & Wonder) in terms of their B2B offerings, though direct comparisons would require detailed financial analysis of the target's historical performance leading up to the merger agreement.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received $1.97 per share in cash, providing liquidity and a defined exit.
• Employees: Will likely be integrated into SEGA Sammy Creation Inc.'s structure, with potential changes in roles or reporting lines.
• Customers/Suppliers: GAN's existing contracts and services will likely continue under the new ownership, potentially benefiting from the resources of a larger parent company.

Key Dates

Recommendation

Keywords

GAN Ltd, SEGA Sammy Creation Inc., Merger, Acquisition, Form 4, Beneficial Ownership, Share Conversion, Gaming Industry, iGaming, Director Shareholding