Sega Sammy has been ordered to proceed with its €130 million acquisition of Stakelogic, despite raising concerns about potential criminal liability tied to the supplier’s alleged operations in Japan and Turkey.
The Amsterdam District Court rejected Sega Sammy Creation’s efforts to abandon the deal, ruling in favor of the original agreement.
Judge C.W.D. Bom ruled that Sega Sammy must honor the Share Purchase Agreement (SPA) signed in July 2024 with the selling consortium, which includes former owner Triple Bells and investment firms Bettor Capital and Oakvale Ventures.
Sega Sammy argued that certain conditions for closing the deal had not been met, citing alleged regulatory breaches by Stakelogic in Japan and Turkey. The company also claimed Stakelogic failed to meet key pre-closing obligations, seeking to terminate the agreement as a result.
However, the court dismissed these claims, stating that the language of the SPA and its limits on contract termination did not support Sega Sammy’s position.
The judgment mentioned:
The most obvious text-based meaning of this provision is that no rescission of the SPA is possible, either in-court or out-of-court. This follows not only from the heading of this clause, but also, and more importantly from its contents.
The court determined that any alleged violations should be resolved through financial compensation rather than cancelling the agreement. It also concluded that all conditions precedent, such as required regulatory approvals, had been fulfilled by the sellers. Furthermore, the court dismissed Sega Sammy’s claim that it was entitled to conduct further investigations into the availability of Stakelogic’s games in restricted markets.
The judgment also mentioned:
Ascertaining whether or not the Target infringed any regulatory laws would require an in-depth investigation into the Target’s actions and activities in all relevant jurisdictions, which is incompatible with this purpose.
Sega Sammy raised concerns about significant legal risks, including potential loss of gaming licences and even criminal liability, should it move forward with the Stakelogic acquisition. However, the court found these warnings unconvincing.
It referenced a report submitted by Triple Bells indicating that geo-blocking had been in place during the relevant period, and any access to Stakelogic’s content from Japan may have occurred via VPNs. The court stated it was implausible that Stakelogic would fail to implement geo-blocking in countries where online gambling is strictly prohibited, such as Japan and Turkey, especially given the risk this would pose to its existing licences in regulated markets.
The court also noted that Sega Sammy’s own testing had only accessed demo versions of Stakelogic’s games, not real-money play. Even if full access had occurred, the court said the legal responsibility would be unclear, since Stakelogic is a content supplier rather than a direct-to-consumer operator.
As a result, the court ordered Sega Sammy and its parent company, Sega Sammy Holdings Inc., to complete the acquisition within two weeks or face a €10 million penalty for non-compliance.
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