8-K
filed May 27, 2025, 7:59 PM ET
CIK 0001799332
M&A
confidence high
sentiment neutral
materiality 0.90
GAN Ltd: M&A transaction — SEGA SAMMY affiliate completes acquisition of GAN for $1.97 per share; stock delisted
GAN Ltd
- SEGA SAMMY CREATION INC. completes acquisition of GAN at $1.97 per share in cash.
- Consideration represents a premium of over 121% to GAN's Nov 7, 2023 closing price.
- All outstanding shares, restricted shares, RSUs, and options converted to cash or cancelled.
- GAN ordinary shares cease trading on Nasdaq effective May 27, 2025.
- All directors resigned; Naoki Kameda appointed as sole director.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eric Green resigned as Director at GAN Ltd.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Seamus McGill, Susan Bracey, David Goldberg, Eric Green and David Ross) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Naoki Kameda was appointed as Sole Director at GAN Ltd.
- Action
- appointed
- Role
- Sole Director
Exact text from the filing
Naoki Kameda became the sole director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Ross resigned as Director at GAN Ltd.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Seamus McGill, Susan Bracey, David Goldberg, Eric Green and David Ross) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Seamus McGill resigned as Director at GAN Ltd.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Seamus McGill, Susan Bracey, David Goldberg, Eric Green and David Ross) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Goldberg resigned as Director at GAN Ltd.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Seamus McGill, Susan Bracey, David Goldberg, Eric Green and David Ross) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan Bracey resigned as Director at GAN Ltd.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of the directors of the Company (Seamus McGill, Susan Bracey, David Goldberg, Eric Green and David Ross) resigned as directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GAN Ltd: At the Effective Time, the memorandum of association and bye-laws of Merger Sub became the memorandum of association and bye-laws of the Company.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the memorandum of association and bye-laws of Merger Sub became the memorandum of association and bye-laws of the Company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
GAN Ltd underwent a change of control involving SEGA SAMMY CREATION INC. for $1.97 per share (closed 2025-05-27).
- Action
- change of control
- Counterparty
- SEGA SAMMY CREATION INC.
- Consideration
- $1.97 per share
- Closing
- 2025-05-27
Exact text from the filing
the Company as a treasury share or by any person who properly asserts dissenters’ rights under Bermuda law) was converted into the right to receive an amount in cash equal to $1.97 per share, without interest and subject to any applicable tax withholding (the “ Merger Consideration ”); ● each of the Company’s outstanding restricted shares (whether vested
View on SEC.gov
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