• Subscribe
  • Magazines
  • About
  • Contact
  • Advertise
Sunday 6 July 2025
  • zh-hant 中文
  • ja 日本語
  • en English
IAG
Advertisement
  • Newsfeed
  • Mag Articles
  • Video
  • Opinion
  • Tags
  • Regional
    • Africa
    • Australia
    • Cambodia
    • China
    • CNMI
    • Europe
    • Hong Kong
    • India
    • Japan
    • Laos
    • Latin America
    • Malaysia
    • Macau
    • Nepal
    • New Zealand
    • North America
    • North Korea
    • Philippines
    • Russia
    • Singapore
    • South Korea
    • Sri Lanka
    • Thailand
    • UAE
    • Vietnam
  • Events
  • Contributors
  • SUBSCRIBE FREE
No Result
View All Result
IAG
  • Newsfeed
  • Mag Articles
  • Video
  • Opinion
  • Tags
  • Regional
    • Africa
    • Australia
    • Cambodia
    • China
    • CNMI
    • Europe
    • Hong Kong
    • India
    • Japan
    • Laos
    • Latin America
    • Malaysia
    • Macau
    • Nepal
    • New Zealand
    • North America
    • North Korea
    • Philippines
    • Russia
    • Singapore
    • South Korea
    • Sri Lanka
    • Thailand
    • UAE
    • Vietnam
  • Events
  • Contributors
  • SUBSCRIBE FREE
No Result
View All Result
IAG
No Result
View All Result

Okada Manila parents looking to terminate merger agreement for US listing, accuse SPAC partner of fraud and breaching US securities laws

Ben Blaschke by Ben Blaschke
Sun 19 Mar 2023 at 10:53
Improved Okada Manila performance not enough to push Japan’s Universal Entertainment Corp back to profit in 2021
208
SHARES
5.2k
VIEWS
Print Friendly, PDF & Email

The operating entities of Philippines integrated resort Okada Manila have filed a series of counterclaims against US-based SPAC firm 26 Capital Acquisition Corp, seeking to terminate a previously planned merger agreement that would have seen the company listed on the NASDAQ.

The counterclaims, lodged with the Delaware Court of Chancery, are in response to a lawsuit filed by 26 Capital and its founder, Jason Ader, in early February which alleged the Okada Manila entities had breached their obligations under the merger agreement to consummate the merger promptly. The lawsuit also called on the court to order the consummation to take place.

However, in a lengthy 103-page response, the so-called UEC Parties – comprising Tiger Resort Asia Ltd (TRA), Tiger Resort, Leisure and Entertainment, Inc (TRLEI), UE Resorts International Inc and Project Tiger Merger Sub Inc – call for the agreement to be terminated, accusing Ader of fraud, of breaching US securities laws and of breaching the terms of the merger agreement.

“The UEC Parties accordingly seek to remedy these breaches through declaratory relief that will permit the UEC Parties to part ways with this fundamentally untrustworthy and dishonest SPAC promoter,” the response states.

Among the UEC Parties’ multiple counterclaims is an allegation that Capital 26 and Ader have embarked on a “concerted and increasingly erratic campaign … to pursue closing at all costs in pursuit of a windfall.”

Describing the planned merger as a “complicated deal” from the outset given the challenges of listing a Philippines casino in the United States, the UEC Parties allege that Ader made misleading public statements aimed at easing investor concerns and without receiving permission from the UEC Parties to do so. In-particular, they allege that Ader failed to disclose to his investors of “material developments in the Philippines” after the former chairman of UEC, Kazuo Okada, forcibly took control of Okada Manila for a three-month period in mid-2022.

With the Okada-led occupation delaying completion of the merger, the UEC Parties also allege that Ader flew to Japan late last year to meet with UEC directors and convince them to proceed with the merger, but that ahead of this meeting he was provided with privileged information from a “disloyal director” of UEC, named as Toji Takeuchi, which he “gladly used to inform his negotiations with [UEC].

“This was not mere negligence by Ader,” the claims read. “As a former director and audit committee member at Las Vegas Sands, one of the world’s largest gaming companies, Ader was well aware of how wildly inappropriate it was to procure and exploit privileged and confidential information of his business counterparty in an effort to gain advantage in a negotiation. The UEC Parties’ investigation into Ader’s conduct in this respect is continuing.”

Among multiple allegations that Ader misled them in an effort to complete the merger is a claim by the UEC Parties that Ader had falsely informed UEC directors that their US auditors were close to completing necessary audit work when in fact they were seeking additional information about Okada Manila’s finances.

“These and other false statements, including explicit threats of personal liability, convinced the Parent Company’s decision-makers to agree to a one-year extension of the termination rights in the Merger Agreement,” the UEC Parties claim.

They also allege that, upon returning to the United States, Ader gained access to the UEC Parties’ non-public financial information and went about preparing their 1H22 financial statements, without their knowledge or authorization, to provide to the US auditors.

“All of this conduct breached three clear contractual obligations – confidentiality, no public statements without written preapproval, and no violation of law, such as US securities laws,” the claims continue.

“The conduct at issue also involved outright deception in Ader’s negotiations with the Parent and his use of information from the Disloyal Director, all of which was intended to enrich himself. The UEC Parties accordingly seek declaratory, monetary, and other relief.”

The UEC Parties are requesting the court declare that Capital 26 materially breached the merger agreement by making unapproved public statements and by the unapproved disclosure of non-public confidential information, and that it violated securities laws by making false and misleading public statements.

As such, they are also requesting the merger agreement be terminated “as a result of the foregoing material breaches and fraudulent misconduct” and that they be awarded damages for all costs, expenses, fees and any other losses emanating from the merger agreement.

RelatedPosts

Philippine resort NUSTAR enters strategic partnership with airport hospitality provider Plaza Premium Group

Philippine resort NUSTAR enters strategic partnership with airport hospitality provider Plaza Premium Group

Sun 6 Jul 2025 at 09:11
Winds of change

As Philippine lawmakers push to crack down on the online gaming sector, PAGCOR promises to impose “any and all” regulations signed into law

Sat 5 Jul 2025 at 08:16
Light & Wonder’s Ken Jolly discusses founder exhibitor status at 2025 IAG EXPO 9 and 10 Sep 2025

Light & Wonder’s Ken Jolly discusses founder exhibitor status at 2025 IAG EXPO 9 and 10 Sep 2025

Thu 3 Jul 2025 at 13:57
Philippines tech firm DigiPlus enters final stage of Brazil’s iGaming licensing process

Philippine technology firm DigiPlus to launch Brazil iGaming platform in September

Thu 3 Jul 2025 at 05:54
Load More
Tags: 26 CapitalJason AdermergerNorth AmericaOkada ManilaPhilippinesSPACTiger ResortUniversal Entertainment Corp
Share83Share15
Ben Blaschke

Ben Blaschke

A former sports journalist in Sydney, Australia, Ben has been Managing Editor of Inside Asian Gaming since early 2016. He played a leading role in developing and launching IAG Breakfast Briefing in April 2017 and oversees as well as being a key contributor to all of IAG’s editorial pursuits.

Current Issue

Editorial – An inconvenient truth

Editorial – An inconvenient truth

by Ben Blaschke
Fri 27 Jun 2025 at 15:21

It’s understandable that political observers, academics and members of the public in greenfield jurisdictions would express caution around the legalization...

Light & Wonder’s Siobhan Lane

Light & Wonder’s Siobhan Lane

by Ben Blaschke
Fri 27 Jun 2025 at 15:19

Siobhan Lane, Light & Wonder’s highly experienced CEO of Gaming, speaks to Inside Asian Gaming about the company’s ongoing transformation...

Honesty is the best policy

Honesty is the best policy

by Ben Blaschke
Fri 27 Jun 2025 at 14:13

The Thailand Entertainment Complex Roundtable brought industry stakeholders, politicians and supporters of the government’s Entertainment Complex Bill face to face...

Sri Lanka’s casino industry

Sri Lanka’s casino industry

by Shaun McCamley
Fri 27 Jun 2025 at 13:36

Industry veteran Shaun McCamley delves into the complex history of Sri Lanka’s casino industry at a time when the country...

Evolution Asia
Your browser does not support HTML5 video.
Aristocrat
GLI
Nustar
SABA
Mindslot
Solaire
Hann
Tecnet
NWR
Jumbo
568Win

Related Posts

Hong Kong’s Far East Consortium reports first full year gaming revenue after Australian, European acquisitions

Workers at The Star Brisbane take strike action over “insulting” pay offer

by Ben Blaschke
Sun 6 Jul 2025 at 09:13

Employees of Star Entertainment Group’s Brisbane casino walked off the job on Friday in protest over wage negotiations described by a workers’ union as “insulting”. The staff, including those working on the gaming floor, in restaurants and bars and in...

Philippine resort NUSTAR enters strategic partnership with airport hospitality provider Plaza Premium Group

Philippine resort NUSTAR enters strategic partnership with airport hospitality provider Plaza Premium Group

by Newsdesk
Sun 6 Jul 2025 at 09:11

Cebu’s NUSTAR Resort & Casino Cebu has announced a strategic partnership with Plaza Premium Group (PPG) – a leader in integrated airport hospitality experiences and passenger service solutions – to provide exclusive travel privileges for NUSTAR Rewards members and VIP...

Winds of change

As Philippine lawmakers push to crack down on the online gaming sector, PAGCOR promises to impose “any and all” regulations signed into law

by Ben Blaschke
Sat 5 Jul 2025 at 08:16

Philippine gaming regulator PAGCOR said Friday that it is not responsible for determining which laws are put in place to govern online gambling but will continue to perform its duty in regulating as per “any and all” relevant regulations signed...

Macau planning to ban all forms of advertising for gambling activities

Macau planning to ban all forms of advertising for gambling activities

by Pierce Chan
Fri 4 Jul 2025 at 15:04

The Macao SAR Government is planning to amend advertising laws and regulations, proposing a ban on all forms of advertising for gambling activities – including the display of gambling equipment in advertisements. Macau’s Economic and Technology Development Bureau stated on...



IAG

© 2005-2024
Inside Asian Gaming.
All rights reserved.

  • SUBSCRIBE FREE
  • NEWSFEED
  • MAG ARTICLES
  • VIDEO
  • OPINION
  • TAGS
  • REGIONAL
  • EVENTS
  • CONSULTING
  • CONTRIBUTORS
  • MAGAZINES
  • ABOUT
  • CONTACT
  • ADVERTISE

Welcome Back!

Login to your account below

Forgotten Password?

Retrieve your password

Please enter your username or email address to reset your password.

Log In

Add New Playlist

No Result
View All Result
  • Subscribe
  • Newsfeed
  • Mag Articles
  • Video
  • Opinion
  • Tags
  • Regional
  • Events
  • Contributors
  • Magazines
  • Advertise
  • Contact
  • About
  • Home for G2E Asia

© 2005-2024
Inside Asian Gaming.
All rights reserved.

  • English