GAN Limited (NasdaqCM:GAN) entered into a share exchange agreement to acquire Vincent Group p.l.c. for approximately €150 million on a cash free debt free basis on November 15, 2020. The price per each share of Vincent payable to their holders will be around €17 payable approximately €9.4 in cash and €7.6 in GAN ordinary shares. Under the terms, consideration is expected to be paid in a combination of €80 million in cash and €69.1 million in GAN Limited ordinary shares. The cash consideration is subject to adjustments. The termination fee of GAN and Vincent is €2 million. GAN expects to fund the acquisition with new capital. As of December 7, 2020, the proceeds of offering will be used to fund the cash portion of the purchase price. Vincent Group p.l.c. achieved revenue of €26 million for period ending on November 15, 2020. The acquisition is subject to regulatory review, approval of shareholders of GAN Limited and Vincent and the satisfaction of certain closing conditions. The transaction has been unanimously approved by GAN Limited’s Board of Directors and the board of directors of Vincent Group approved this agreement. If GAN is unable to complete the equity financing or alternative financing to provide sufficient capital to complete the exchange, the transaction will be terminated. The acquisition is expected to close in the first quarter of 2021 and will be immediately accretive. B. Riley Securities provided a fairness opinion to the GAN board of directors with respect to the acquisition, and James A. Mercer III of Sheppard, Mullin, Richter & Hampton LLP, is acting as GAN’s legal counsel. Valter Vohma of Advokaadibüroo Hedman Partners & Co OÜ acted as legal advisor to Vincent Group. Stuart Rogers of Alston & Bird LLP acted as legal advisor for B. Riley Securities, Inc. Birkirkara of Grant Thornton - Malta acted as independent auditor for Vincent. GAN Limited (NasdaqCM:GAN) completed the acquisition of Vincent Group p.l.c. on January 1, 2021. The proceeds from this offering were used fund the cash portion of the purchase price payable to the Coolbet shareholders.