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Okada-affiliated subsidiary group terminate planned merger with US-based 26 Capital

July 4, 2023 Philippines Casino & Hotel

Okada’s Universal terminates planned merger with US-based 26 Capital. Universal alleges breaches and fraudulent acts by the other party and seeks damages and fees from the fallout of the agreement.

Original story by Ben Blaschke of Inside Asia Gaming

Integrated Resort Okada Manila’s parent company, Japan-based Universal Entertainment Corp, recently announced that it has ended a planned merger agreement between its subsidiary group led by Tiger Resorts Asia Ltd., and US-based 26 Capital Acquisition Corp. The termination was announced Friday last week.

The group consisted of Tiger Resort Asia Ltd (TRA), Tiger Resort, Leisure and Entertainment, Inc (TRLEI), UE Resorts International Inc and Project Tiger Merger Sub Inc.

Universal claims that it has terminated its planned merger due to alleged fraudulent conduct and ‘material breaches.’ The merger would have materialized by September of this year, and would put Universal on the NASDAQ as a publicly-traded company.

26 Capital, a special-purpose acquisition company (SPAC), has likewise responded Monday to the termination last week, saying that the allegations are baseless. A hearing is scheduled this July, according to a report by Asia Gaming Brief

In February, 26 Capital filed a lawsuit against the Japan-owned subsidiary group, alleging that Universal failed to act on the planned merger, which was unveiled in as early as October of 2021 and involved USD 2.5B.

Universal responded by manifesting to terminate the merger altogether last March. The allegations by Universal stem from it learning about 26 Capital’s supposed fraud and violations of US securities laws. The Manila-based group also learned of a cancellation of a USD 25M stock transaction.

Universal also alleged that 26 Capital founder Jason Ader circumvented the subsidiary group by meeting with a ‘disloyal director’ of the group. The company alleged Ader to have made public pronouncements with privileged information, on top of other alleged false statements and violations.

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