Court in Netherlands compels Sega Sammy to conclude Stakelogic acquisition
Sega Sammy's Stakelogic Purchase Order Standing Firm
Despite some concerns about potential legal issues related to Stakelogic's alleged operations in Japan and Turkey, Sega Sammy has been ordered by the Amsterdam District Court to complete its €130 million acquisition of Stakelogic.
In a ruling that favored the original share purchase agreement (SPA), Judge C.W.D. Bom rebuked Sega Sammy Creation's attempts to abandon the deal. The court deemed it necessary for Sega Sammy to honor the SPA, which was signed in July 2024 with the selling consortium.
Sega Sammy voiced concerns regarding regulatory breaches by Stakelogic in Japan and Turkey and argued that the supplier failed to meet key pre-closing obligations. However, these claims were dismissed by the court, which found that the language in the SPA did not support Sega Sammy's position.
The decision stated that any alleged violations should be dealt with through financial compensation rather than cancellation of the agreement. The court also verified that all conditions precedent, such as regulatory approvals, had been fulfilled by the sellers. Furthermore, it rejected Sega Sammy's claim that it was entitled to conduct additional investigations into the availability of Stakelogic's games in restricted markets.
The court 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 held that it was implausible for Stakelogic to fail to implement geo-blocking in countries where online gambling is strictly prohibited, such as Japan and Turkey.
The court 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 stated that the legal responsibility would be unclear given that Stakelogic is a content supplier rather than a direct operator.
In summary, Sega Sammy and its parent company were ordered to complete the acquisition within two weeks or face a €10 million penalty for non-compliance. As it currently stands, the regulatory focus for the Sega Sammy-Stakelogic acquisition centers primarily on regulatory approval fulfillment under Dutch jurisdiction.
Interestingly, the public disclosures related to this case do not detail specific regulatory concerns in Japan or Turkey. Japanese filings involving Sega Sammy’s parent company may exist, but complications related to these are not mentioned in the available sources. Similarly, Stakelogic’s operations in Turkey, as facilitated by sellers like Cyprus-based Triple Bells entities, do not have a disclosed nexus to Turkey in this deal.
As of the latest reports, Sega Sammy has not officially announced any plans for an appeal. The court strongly emphasized "deal certainty," requiring the transfer of shares and funds within two weeks.
- Sega Sammy's financial department will proceed with the €130 million transfer to complete the acquisition of Stakelogic as ordered by the Amsterdam District Court.
- The court dismissed Sega Sammy's claims of regulatory breaches by Stakelogic in Japan and Turkey, stating that any financial compensation would be a more appropriate resolution for any alleged violations.
- Though concerns about potential legal issues in Japan and Turkey have been raised, the court has emphasized "deal certainty" and the necessity for Sega Sammy to honor the original share purchase agreement.
