GAN and Sega Sammy amend merger agreement, pushing finalization to mid-2025

GAN has announced an amendment to its merger agreement with Sega Sammy, extending the final deadline for the acquisition to May 31, 2025. This adjustment allows additional time for regulatory approvals before the transaction is completed.  

Sega Sammy first agreed to acquire GAN, a provider of online gambling technology solutions, for approximately $107.6 million in November 2023. Under the terms of the agreement, Sega Sammy will pay $1.97 per share for GAN’s stock.

Initially, the companies aimed to finalize the deal before the end of 2024. However, with this latest extension, the merger is now expected to close in the second quarter of 2025, provided all necessary conditions are met.  

The amendment announced on February 7 replaces the previous deadline of the same date, pushing the final termination date to May 31. This date represents the point at which either party can withdraw from the agreement if the merger has not yet been completed. Both companies cited the need for additional time to secure final approvals from regulatory authorities as the reason for the extension.  

GAN and Sega Sammy have already obtained several key approvals, including clearance from the Nevada Gaming Commission in October 2024 following an initial approval from the Nevada Gaming Control Board a month earlier. Despite this progress, both companies continue to navigate regulatory procedures in various jurisdictions.

GAN CEO Seamus McGill stated: “The parties continue to respond to regulatory requests. This process takes time, but we are making great progress and working with Sega Sammy in anticipation of a successful closing.”  

Once finalized, GAN will merge with Sega Sammy Creation (SSC), a subsidiary of Sega Sammy Holdings that specializes in gaming technology for land-based casinos. The acquisition will result in GAN ceasing to operate as a publicly traded company. All ordinary shares will be delisted from the Nasdaq Capital Market and deregistered under U.S. securities laws.  

Sega Sammy has identified the North American market as a key area for expansion. When the acquisition was first announced, the company highlighted its potential for growth in the U.S. gaming sector as a driving force behind the deal.

Meanwhile, McGill acknowledged that GAN had faced challenges in the region. He stated that the acquisition by Sega Sammy would provide GAN with the necessary financial resources to navigate these challenges.  

“Market share concentration in the U.S. B2C space, a slower than expected adoption of regulated online gaming in the U.S., along with changes to key customer contracts, make the near-term operating environment challenging without ample capital resources,” McGill said.

“Sega Sammy has those resources. GAN is a strategic complement to their existing gaming portfolio. We believe this all-cash offer, at a substantial premium to recent trading prices, is the value-maximizing path for our shareholders.”  

This acquisition is one of several gaming-related investments by Sega Sammy in recent years. In July 2024, the company completed a $143.2 million purchase of online game developer Stakelogic.