Dutch court rejects Sega Sammy request to exit Stakelogic acquisition  

Sega Sammy’s request to exit its €130 million (£111.3 million/$147.8 million) Stakelogic acquisition has been rejected, despite Stakelogic allegedly not declaring major operational changes within the business.

The Amsterdam District Court, which delivered its interim judgment on 31 April, has told Japanese gaming giant Sega Sammy it must complete the share and purchase agreement (SPA) with Stakelogic parent company Triple Bells, which dates back to 24 July 2024.  

In a statement from July, Sega Sammy said the Dutch slots developer’s in-house live casino and slots technologies would enhance its GAN platform and expand its US igaming presence. 

The acquisition was expected to close in Q1 2026, when Sega Sammy would take over 100% of Stakelogic’s shares. 

According to court documents, Triple Bells’ holding company and investors Saltium Investments, Bettor Capital Holdco and Oakvale Ventures are also involved in the deal. 

On 18 February, Sega Sammy declined Triple Bells’ request for cooperation in closing the transaction on the allocated completion date of 1 March.  

What are Sega Sammy’s claims? 

Then, on 25 March, Sega Sammy filed a summons with the district court claiming Triple Bells had breached a number of its obligations under the SPA.  

Sega Sammy made several claims in the case which it believed were grounds for the SPA to be dismissed, including that Triple Bells breached certain pre-completion undertakings.  

It said the seller had dismissed and replaced Stakelogic’s chief commercial officer without seeking Sega Sammy’s approval.  

It also claimed Triple Bells did not inform the buyer when 209 Stakelogic employees either left the business or were made redundant.  

Triple Bells also allegedly did not seek Sega Sammy’s approval when it entered into a strategic partnership with GAN, which falls within the latter’s igaming portfolio.  

Finally, the court documents show that Sega Sammy also requested that Stakelogic does not provide services in any markets listed on the Restricted Territories List where gambling is prohibited.  

Stakelogic allegedly breached this obligation by effecting, facilitating and allowing its games to be provided in the restricted markets of Japan and Turkey. 

Additionally, both parties have disagreed on how the SPA should be constructed.  

The court said an in-depth investigation would be required to determine whether Stakelogic breached any regulatory laws.  

“This is incompatible with the hard and fast rules given in the SPA’s provisions on conditions precedent and completion,” the ruling said.  

“This means that the regulatory condition is satisfied if and when (i) notifications and filings to the regulatory authorities have been made (which Triple Bells has done) and (ii) the regulatory authorities have decided to permit performance of the SPA (which is also the case),” it added.  

Sega Sammy could face penalty if SPA not completed

The court ruled that Sega Sammy must pay a penalty of €140 million if it does not complete all its obligations within the SPA.  

Its parent company will also be faced with a €140 million fine and both will have to pay legal costs for these proceedings.