Sega Sammy nears GAN takeover: Stocks diverge as acquisition nears, market pressures weigh
Japanese entertainment conglomerate Sega Sammy Holdings (TYO: 6460) is on the cusp of finalising its acquisition of GAN Limited (NASDAQ: GAN), a prominent North American business-to-business (B2B) provider of internet gaming technology. The transaction, which will see GAN become a wholly owned subsidiary of Sega Sammy, is anticipated to close on or about 27 May 2025, pending final regulatory green lights.
The impending deal has triggered divergent reactions in the stock markets. GAN Limited’s shares surged on 20 May 2025 on the acquisition premium offered by Sega Sammy. Conversely, Sega Sammy’s stock witnessed a downturn in Tokyo trading on 21 May 2025, influenced by broader market sentiment in Japan and company-specific financial considerations. This acquisition marks a major manoeuvre for Sega Sammy to make a mark in the burgeoning North American iGaming sector.
Also read: Sega Sammy must finalise Stakelogic acquisition
Acquisition terms and valuation
Under the terms of the agreement, Sega Sammy, through its subsidiary Sega Sammy Creation Inc. (SSC), will acquire all outstanding ordinary shares of GAN Limited for $1.97 per share in cash. This all-cash offer provides a definitive valuation for GAN shareholders and has been a primary factor influencing GAN’s recent stock performance, as the price gravitates towards this offer as the deal’s certainty increases.
The total consideration for GAN’s outstanding shares and stock compensation amounts to approximately $95.8 million, which translates to roughly 13.87 billion JPY. Including advisory fees and other related expenses, the total acquisition cost is estimated at approximately $107.6 million USD, or about 15.15 billion JPY. While this sum is manageable for a corporation of Sega Sammy’s scale, which boasts a market capitalisation of approximately 719.47 billion JPY, it represents a considerable investment that will be closely evaluated by Sega Sammy’s investors against the anticipated returns and synergies from entering the competitive U.S. iGaming market.
Also read: SEGA SAMMY buys Dutch game developer for €130 million
Path to completion
The journey towards finalising the acquisition is now in its advanced stages. Both GAN Limited and Sega Sammy Creation Inc. have announced that they are nearing the completion of procuring all necessary gaming regulatory approvals required to close the merger. The conditions precedent for the acquisition’s completion are expected to be satisfied by 22 May 2025, paving the way for an anticipated closing date on or around 27 May 2025.
GAN’s shareholders have already cast their votes in favour of the merger, providing the necessary consent for the deal to proceed. Upon the successful completion of the merger, GAN Limited will transition into a wholly-owned subsidiary of Sega Sammy Creation Inc. and its ordinary shares will be delisted from the Nasdaq Capital Market.
Also read: Merger approved for Gan and Sega Sammy
Sega Sammy’s iGaming ambitions
Sega Sammy’s pursuit of GAN Limited is deeply rooted in its aim to expand its footprint within the international iGaming market, with a particular focus on the rapidly growing North American sector. This acquisition is not merely an investment but imperative for diversification and future growth.
By acquiring GAN, Sega Sammy gains immediate access to its proprietary GameSTACK™ internet gaming enterprise software system, a turnkey technology solution licensed to land-based 바카라 operators for regulated real-money internet gaming, internet sports gaming, and virtual simulated gaming. Furthermore, the deal provides Sega Sammy with GAN’s established relationships with U.S. land-based 바카라 operators, offering a crucial entry point into this complex market.
This move is part of a broader, concerted effort by Sega Sammy to enhance its digital gaming and content supply capabilities on the international stage. It follows the company’s recent completion of the €130 million acquisition of Stakelogic, a Dutch 바카라 content supplier. Sega Sammy, traditionally known for its strong presence in console and arcade games, as well as its significant Pachislot and Pachinko Machines Business, is clearly pivoting and expanding into the online real-money gaming (RMG) sector.
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GAN Limited (GAN) surges to 52-week high
On 20 May 2025, shares of GAN Limited (NASDAQ: GAN) rallied 4.26 percent to reach a 52-week high of $1.96 USD. This price point is just a cent shy of the $1.97 per share cash offer from Sega Sammy. The stock’s previous close on 19 May 2025, was $1.88 USD. Trading activity was robust, with share volume reaching 1,179,779, above its average volume of 182,943, indicating heightened investor interest centered on the acquisition news.
This surge is a turnaround for GAN, whose stock had touched an all-time low of $0.83 on 1 November 2023, shortly before the initial acquisition announcement on 8 November 2023, as per data available on Yahoo Finance. The acquisition has been a primary catalyst for the stock’s recovery. GAN’s stock movement is a textbook example of merger arbitrage, where the target company’s stock price converges towards the acquisition price as the deal approaches completion and the perceived risk of non-completion diminishes. The 52-week high is a direct consequence of the market recognising the firm offer price from Sega Sammy as the stock’s most probable near-term value.
Sega Sammy dips amid broader market and specific concerns
In contrast, Sega Sammy’s stock (TYO: 6460) experienced a downturn on 21 May 2025. The shares fell 2.9 percent to an intraday low of 2,794 JPY.
The dip in Sega Sammy’s shares is likely attributable to a confluence of factors rather than a singular negative reaction to the GAN acquisition. These factors include prevailing broader market trends in Japan, investor reactions to the company’s recent full-year financial results and forward-looking guidance, and potentially some caution regarding the costs and integration challenges associated with its new ventures.
The Nikkei 225 index slipped by 230 points, or 0.6 percent, to a low of 37,298.98 on May 21, retreating from modest gains on the previous day. This movement was reportedly influenced by investors digesting Japan’s latest trade figures, which showed export growth slowing to its lowest pace in seven months in April (up 2.0 percent year-on-year), and a cautious sentiment stemming from lower U.S. futures. As a significant component of the Tokyo Stock Exchange, Sega Sammy’s shares are susceptible to such broader market currents.
Sega Sammy released its for the fiscal year ending 31 March 2025, on 12 May 2025. The report indicated net sales of ¥428.9 billion, an 8.5 percent decrease year-on-year, and operating income of ¥48.1 billion, down 16.8 percent year-on-year. However, ordinary income from its Entertainment Contents business, which includes video games, rose to ¥41.8 billion from ¥30.8 billion, supported by strong repeat sales of back-catalog titles and licensing revenues. While overall results were described as “in line” with guidance, and statutory profit per share of ¥210 was an 11 percent beat against analyst expectations, the declines in top-line figures are notable.
