Form 4: GAN Ltd. Director Disposes of Shares as SEGA Sammy Creation Completes Acquisition at $1.97 Per Share

GAN Ltd. Director Susan Bracey reported the disposition of all her ordinary shares following the completion of the merger with SEGA Sammy Creation Inc., where each GAN share was converted into $1.97 in cash.

Summary

• Susan Bracey, a Director of GAN Ltd., reported the disposition of 100,686 ordinary shares of GAN.
• This transaction occurred on May 27, 2025, at a price of $1.97 per share.
• The disposition was a direct result of the closing of the merger between GAN Limited and Arc Bermuda Limited, a wholly-owned subsidiary of SEGA Sammy Creation Inc. (SSC).
• As per the Agreement and Plan of Merger dated November 7, 2023, 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, Susan Bracey beneficially owns 0 ordinary shares of GAN.

Sentiment

Score: 7

Explanation: The sentiment is positive for shareholders as the merger successfully closed, providing a definitive cash payout. However, it's neutral for the company's independent future as it ceases to exist as a separate public entity.

Positives

• Completion of the merger provides a definitive cash payout of $1.97 per share to GAN shareholders.
• The transaction concludes the uncertainty surrounding the acquisition process for GAN shareholders.

Negatives

• GAN Limited ceases to be an independent publicly traded company, removing future investment opportunities in its standalone operations.
• Shareholders no longer participate in any potential future growth or value appreciation of GAN as an independent entity.

Risks

• The primary risk for shareholders, prior to this filing, was the potential failure of the merger to close, which has now been mitigated by its completion.

Future Outlook

GAN Limited has been acquired by SEGA Sammy Creation Inc., and its ordinary shares have been converted into cash. As such, GAN Limited no longer operates as an independent publicly traded entity, and its future operations will be integrated under SEGA Sammy Creation Inc.

Industry Context

This acquisition reflects the ongoing consolidation trend within the global gaming and iGaming technology sectors, where larger entities like SEGA Sammy Creation Inc. are expanding their capabilities and market reach through strategic mergers and acquisitions.

Comparison to Industry Standards

• While specific comparable companies or projects are not detailed in this Form 4, the acquisition price of $1.97 per share for GAN Limited can be assessed against recent M&A multiples in the iGaming technology sector.
• Without further financial details of GAN at the time of the agreement, a direct comparison to specific deals like Evolution Gaming's acquisition of NetEnt or Scientific Games' divestitures is limited, but the cash consideration provides a clear exit valuation for GAN shareholders.

Stakeholder Impact

• Shareholders: Received a cash payout of $1.97 per share, concluding their investment in GAN.
• Employees: Their employment status and roles will be subject to the integration plans of SEGA Sammy Creation Inc.
• Customers/Suppliers: Operations will continue under the new ownership, potentially leading to changes in service delivery or contractual terms over time.

Next Steps

• For former GAN shareholders, the next step is the receipt of the cash consideration for their shares.
• For GAN's operations, integration into SEGA Sammy Creation Inc. will commence.

Key Dates

Keywords

GAN, SEGA Sammy Creation, merger, acquisition, Form 4, insider transaction, beneficial ownership, iGaming, gaming technology, corporate action