Sega Sammy’s acquisition of GAN closing in on regulatory approvals

If the merger is completed, each ordinary share of GAN issued and outstanding immediately prior to the transaction will be cancelled and converted into the right to receive $1.97 in cash.

Sega Sammy Creation is nearing completion of procurement of all gaming regulatory approvals necessary for its planned acquisition of GAN Limited, which is expected to close on or around May 27, 2025. 

GAN and Sega Sammy Creation are parties to an agreement and plan of merger dated November 7, 2023, pursuant to which GAN would merge into and become a wholly owned subsidiary of the company. The closing remains subject to final gaming regulatory approvals and satisfaction of conditions to closing set out in the merger agreement.

If the transaction is completed, each ordinary share of GAN issued and outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive $1.97 in cash, without interest and less applicable withholding taxes. GAN will also cease to be a publicly traded company. 

On May 9, 2025, GAN released the figures behind its financial performance for the first quarter of 2025, including a decrease in revenue year-over-year of 4% to $29.4m, as well as a net loss of $6.8m throughout the period, representing an increase of 64.1% from the prior year period.

Good to know: GAN received approval from the Nevada Gaming Commission for its merger with Sega Sammy Creation, a subsidiary of Sega Sammy Holdings, on October 10, 2024

Along with the $6.8m net loss reported for Q1 2025 and the loss in revenue, the company witnessed an adjusted EBITDA loss of $1.5m throughout the quarter, equating to a significant increase of 165.6% from the loss reported for the first quarter of 2024.

While the company’s B2C segment reported an increase in revenue of 32.6% year-over-year for a total of close to $24.3m for Q1 2025, GAN’s B2B segment witnessed its revenue fall by 58.8% from the prior year period, managing to generate just $5.1m during the quarter.

Kirk Geller

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