Sega Sammy Ordered to Finalise Stakelogic Acquisition

Court Dismisses Sega Sammy’s Objections

In a decisive ruling, the Amsterdam District Court ordered Sega Sammy Creation to complete the purchase of Dutch iGaming provider Stakelogic. The decision follows an attempt by Sega Sammy to exit the deal, citing concerns that Stakelogic may have breached online gambling regulations in Japan and Turkey.

Judge C.W.D. Bom found no merit in Sega Sammy’s argument that the conditions precedent under the July 2024 Share Purchase Agreement (SPA) had not been met. The court determined that the SPA’s wording left no room for rescission, stating that both the structure and content of the agreement made it clear that withdrawal was not permitted, either in court or outside it.

The court acknowledged Sega Sammy’s concerns but ruled that any alleged breaches should be addressed through a claim for damages rather than an attempt to undo the acquisition. It confirmed that all conditions precedent, including regulatory approvals, had been satisfied by the sellers — a consortium including former owner Triple Bells and venture capital firms Bettor Capital and Oakvale Ventures.

Sega Sammy’s demand for further investigation into whether Stakelogic’s products were accessible in prohibited markets was also rejected. The court emphasized that such extensive inquiries would go beyond the intended purpose of the transaction terms.

Legal Risks Dismissed as Implausible

Sega Sammy warned that completing the deal could expose it to severe legal consequences, including the potential loss of gaming licences and even criminal liability. However, the court found these concerns unconvincing.

Evidence presented by Triple Bells indicated that geo-blocking was active during the period in question, suggesting that any access to Stakelogic games from Japan would likely have involved VPN usage.

The court commented: “It is implausible that Stakelogic would not use geo-blocking for jurisdictions where online gambling is strictly prohibited, such as Japan and Türkiye.”

The court further noted that Sega Sammy’s own testing had not shown any access to real-money gameplay from restricted jurisdictions, and that users could only reach demo versions. It also underlined that as a B2B content provider, Stakelogic’s potential exposure to criminal liability remained legally uncertain.

Transaction to Be Completed Within Two Weeks

Under the court’s order, Sega Sammy and its parent company, Sega Sammy Holdings Inc., must complete the transaction within two weeks. Failure to comply will trigger a €10m penalty.