Sega Sammy has been ordered to complete its agreed €130m takeover of Stakelogic by the Amsterdam District Court despite claims of criminal liability.
Initially agreed in July 2024, the Japanese gaming group were seeking to walk away from the Share Purchase Agreement (SPA) over alleged regulatory concerns and failure to adhere to pre-completion obligations.
However, Judge C.W.D. Bom dismissed the arguments and ruled that Sega Sammy must comply with the terms of the SPA or risk a €10m penalty for non-compliance, emphasising the clear language of the SPA and the contractual limitations of rescission from the SPA.
The judgment said: “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.”
Sega Sammy warns of criminal charges
The deal was expected to be finalised in the second quarter of 2025, however, Sega Sammy now wants to abandon the takeover due to Stakelogic allegedly not meeting a number of conditions from the agreement.
It is alleged that the Dutch game provider violated the rules for online gambling in Japan and Turkey, as Sega Sammy claims that it was able to access Stakelogic games from Japan during testing.
However, in the ruling, the judge pointed to a report submitted by Triple Bells, part of the selling consortium, that showed that geo-blocking was active and suggested that access to Stakelogic games in Japan may have been facilitated using a virtual private network (VPN).
The court said: “[It] is implausible that Stakelogic would not use [geo-blocking] for jurisdictions where online gambling is strictly prohibited, such as Japan and Turkey.
“This is especially so, as not activating geo-blocking for restricted territories could jeopardise the licences Stakelogic now holds in various jurisdictions that allow online gambling and therefore would expose its worldwide activities.”
Additionally, the court also noted that during Sega Sammy’s testing, players in Japan were only able to access demo versions of the games.
Responding to Sega Sammy’s fears over criminal liability, the judge stated that these were unfounded given Stakelogic’s position as a supplier to the industry rather than the website that provides access to the games.
“The risk that Stakelogic will be prosecuted under criminal law is negligible. This is confirmed by the legal opinions on Turkish and Japanese law,” stated the judge.
Sega Sammy must now proceed with the purchase of Stakelogic within two weeks or risk financial penalties.
