Shareholders are encouraged to vote FOR the
proposed merger agreement with Sega Sammy Creation, Inc.
GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading
North American B2B technology provider of real money internet
gaming solutions and a leading International B2C operator of
Internet sports betting, today reminded its shareholders to vote in
favor of the previously announced merger with a subsidiary of SEGA
SAMMY CREATION INC., (“SSC”), an affiliate of SEGA SAMMY HOLDINGS,
INC. (“SEGA SAMMY”) at the upcoming special meeting of
shareholders.
How to Vote
The meeting will take place on Tuesday, February 13, 2024 at
10:00 AM Pacific Time and will be held in a virtual format via live
audio webcast. The unique link to join the webcast will be provided
to shareholders upon registering to attend the meeting.
Each shareholder can vote his or her proxy by following the
instructions in the proxy statement and the related proxy card
which was mailed to all registered shareholders holding shares as
of the close of business on January 2, 2024, the record date for
the meeting.
Proposals and Company Recommendation
At the meeting, shareholders are being asked to approve (i) the
entry into the merger agreement and the merger with SSC (ii) on an
advisory, non-binding basis, the compensation that may be paid or
become payable to GAN’s named executive officers in connection with
the merger, and (iii) the adjournment of the special general
meeting to another date and time in the event that there are
insufficient votes to approve the merger agreement and the
merger.
The GAN Board of Directors has determined and believes that each
of the proposals outlined in the proxy statement is advisable to,
and in the best interests, of GAN and its shareholders, has
approved each proposal and recommends that GAN shareholders for
FOR each proposal.
All GAN shareholders, regardless of number of ordinary shares
they hold, are encouraged to vote FOR the merger and related proposals described
in the definitive proxy statement filed by GAN with the U.S.
Securities and Exchange Commission (the “SEC”) in connection with
the meeting.
Effects of the Merger
If the proposal regarding the merger is approved, the closing of
the merger is expected to occur in 2024 or early 2025, subject to
the satisfaction or waiver of certain conditions to closing,
including the approval of the merger and change in control of GAN
by all relevant gaming authorities.
If the merger is completed, each GAN ordinary share issued and
outstanding immediately prior to the effective time of the merger
will be automatically cancelled and converted into the right to
receive $1.97 in cash, without interest and less applicable
withholding taxes. Upon the completion of the merger, GAN will
cease to be a publicly-traded company and GAN ordinary shares will
be delisted from The Nasdaq Capital Market and deregistered under
the Securities Exchange Act of 1934, as amended.
Additional Information about the Proposed Merger and Where to
Find It
In connection with the proposed merger, the Company has filed a
proxy statement other relevant documents concerning the merger with
the SEC. The proxy statement and other materials filed with the SEC
contain important information regarding the merger, including,
among other things, the recommendation of the Company’s Board of
Directors with respect to the merger. SHAREHOLDERS ARE ENCOURAGED
TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS THAT THE
COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED
MATTERS. Shareholders can obtain the proxy statement, as well as
other filings containing information about the Company, free of
charge, at the website maintained by the SEC at www.sec.gov. Copies
of the proxy statement and other filings made by the Company with
the SEC can also be obtained, free of charge, by directing a
request to GAN Limited, 400 Spectrum Centre Drive, Suite 1900,
Irvine, CA 92618, Attention: Corporate Secretary.
The Company and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies in respect of the merger. Information regarding the
Company’s directors and executive officers, including their
ownership of the Company’s ordinary shares, is available in the
proxy statement. If and to the extent that any of the Company and
its directors and executive officers and other persons who may be
deemed participants in the solicitation of proxies in respect of
the merger will have any interest in the merger or receive any
additional benefits in connection with the merger a description of
any such interest and benefits, by security holdings or otherwise,
is described in the proxy statement relating to the merger and
other relevant documents concerning the merger that will be filed
by the Company with the SEC. As described above, these documents
will be available free of charge at the SEC’s website or by
directing a written request to the Company. The Company’s
shareholders can obtain more information regarding the interests
and benefits of the Company’s directors and executive officers in
the Merger by reading such definitive proxy statement and other
relevant documents when they becomes available.
About GAN Limited
GAN is a leading business-to-business supplier of internet
gaming software-as-a-service solutions predominantly to the U.S.
land-based casino industry. Coolbet, a division of GAN, is a
market-leading operator of proprietary online sports betting
technology with market leadership positions in select European and
Latin American markets. GAN has developed a proprietary internet
gaming enterprise software system, GameSTACK™, which it licenses to
land-based casino operators as a turnkey technology solution for
regulated real money internet gaming, encompassing internet gaming,
internet sports gaming, and virtual Simulated Gaming. Additional
information about GAN can be found online at www.GAN.com.
About SEGA SAMMY HOLDINGS INC.
SEGA SAMMY HOLDINGS is the holding company of the SEGA SAMMY
Group, a group of companies comprising the Entertainment Contents
Business, which offers a diversity of fun through consumer and
arcade game content, toys and animation; the Pachislot and Pachinko
Machines Business, which conducts everything from development to
sales of Pachinko/Pachislot machines; and the Resort Business,
which develops and operates resort facilities in Japan and
overseas.
About SEGA SAMMY CREATION INC.
SSC is a wholly-owned subsidiary of SEGA SAMMY HOLDINGS. SSC,
together with its wholly-owned subsidiary SEGA SAMMY CREATION USA
Inc., develop, manufacture and distribute land-based and
online/social casino gaming products and software.
Forward-Looking Statements
This press release contains “forward looking statements”
regarding the acquisition of GAN by SSC pursuant to the Merger and
other future events. Factors that could cause actual events to
differ include, but are not limited to: (1) the incurrence of
unexpected costs, liabilities or delays relating to the merger; (2)
the failure to satisfy the closing conditions to the merger,
including the approval of the merger and change in control of GAN
by all relevant gaming authorities; and (3) other risks detailed in
GAN’s filings with the SEC, including the Proxy Statement. Factors
that may affect the future results of the Company are set forth in
its filings with the SEC. Actual results, events and performance
may differ materially. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date hereof. GAN undertakes no obligation to release
publicly the result of any revisions to these forward-looking
statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240209537873/en/
Investor Contacts: GAN Robert Shore Vice
President, IR and Capital Markets (610) 812-3519 rshore@GAN.com
Alpha IR Group Ryan Coleman or Davis Snyder (312) 445-2870
GAN@alpha-ir.com
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