Dutch court orders Sega Sammy to complete $147.8 million Stakelogic acquisition

The Amsterdam District Court has rejected Japanese gaming conglomerate Sega Sammy’s bid to withdraw from its €130 million ($147.8 million) acquisition of Dutch iGaming provider Stakelogic, ordering the company to complete the deal or face financial penalties.

The court ruled that Sega Sammy must fulfill the Share Purchase Agreement (SPA) it signed in July 2024 with Stakelogic’s parent company, Triple Bells, along with venture capital investors Bettor Capital and Oakvale Ventures. If the transaction is not completed within two weeks, Sega Sammy and its parent company, Sega Sammy Holdings Inc., risk a €10 million penalty, with a further €140 million fine for failing to meet SPA obligations.

Sega Sammy had sought to terminate the deal, citing a series of alleged breaches by Triple Bells, including the dismissal of Stakelogic’s chief commercial officer without approval, the unreported departure or redundancy of 209 employees, and the launch of an unapproved strategic partnership with GAN. The company also raised concerns over the provision of Stakelogic’s games in restricted jurisdictions such as Japan and Turkey.

The court dismissed these claims, stating that all regulatory conditions had been satisfied and that rescission of the SPA was explicitly ruled out under its terms. “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,” the court said in its judgment.

Addressing Sega Sammy’s claim of potential criminal liability stemming from alleged activity in restricted markets, the court found the argument “implausible,” citing evidence of active geo-blocking and the possibility that any access from Japan may have occurred via virtual private networks (VPNs). It also noted that Sega Sammy’s internal testing involved only demo versions of the games.

The court emphasized that any regulatory breaches must be resolved through damages rather than contract termination. “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,” the ruling said.

The acquisition, initially expected to close in Q1 2026, would see Sega Sammy take full ownership of Stakelogic, a move previously described by the company as a strategic step to enhance its GAN platform and expand its footprint in the U.S. online gaming market.