MIAMI, June 14,
2022 /PRNewswire/ -- 26 Capital Acquisition Corp.
("26 Capital"), a NASDAQ-listed special purpose acquisition company
(NASDAQ: ADER), which previously announced the execution of an
Agreement and Plan of Merger and Share Acquisition, dated
October 15, 2021, as amended (the
"Merger Agreement"), with, among other parties, UE Resorts
International, Inc. ("UERI"), the holding company of Okada Manila
today announced that the record date and the meeting date for the
special meeting of its stockholders to approve the transactions
contemplated by the Merger Agreement will be rescheduled and
announced as soon as is practical.
"We have postponed the record date and the special meeting of 26
Capital's stockholders and expect these dates to be rescheduled
shortly," said Jason Ader, Chairman
and Chief Executive Officer of 26 Capital.
26 Capital also today announced that Universal Entertainment
Corporation ("UE"), the ultimate parent of UERI, had issued the
following press releases regarding recent events at Okada
Manila:
On June 1, 2022, UE issued the
following press release:
"Notice of Illegal Occupation and Other
Illegal Activities Occurring at TRLEI
Universal Entertainment Corporation (the "Company") hereby
announces that yesterday (May 31,
2022), several persons under the direction of Mr.
Kazuo Okada, a former director of
the Company, illegally and violently entered and occupied OKADA
Manila premises.
These individuals included Mr. Tonyboy Cojuangco, a former
director of TIGER RESORT, LEISURE AND ENTERTAINMENT, INC.
("TRLEI"), and Mr. Dindo Espeleta, a
building contractor, who, accompanied by approximately 50 Parañaque
City police officers and private security guards and others,
illegally and unceremoniously forced several TRLEI officers and
employees to leave the premises and illegally dismissed key
employees without any authority.
There are no administrative or judicial permits, orders, etc.,
to justify their actions, and these are serious criminal offences
committed illegally and violently.
For such serious criminal offences as trespassing, obstruction
of business, unlawful occupation, theft, assault, injury and
incitement, TRLEI will immediately file criminal charges.
Tiger Resort Asia Limited ("TRA"), having 99.9% of TRLEI's
voting rights, is a wholly-owned subsidiary of the Company and a
Hong Kong company, which is thus
not under the jurisdiction of Philippine courts nor subject to the
effect of Supreme Court Order dated 27 April
2022 issued by the Philippine Supreme Court, Second
Division. The current directors of TRLEI have therefore been duly
appointed by TRA in accordance with law and will continue to be
responsible for the management of TRLEI.
Furthermore, TRA dismissed Mr. Okada from the board of directors
of TRLEI in June 2017, which was also
done in response to Mr. Okada's misappropriate of approximately
2 billion Japanese yen of the
Company's and its subsidiaries' funds, and a liability for damages
lawsuit brought by the Company against Mr. Okada has already been
confirmed as Mr. Okada's defeat as the decision final was made by
the Japanese Supreme Court in September
2021. The Japanese Supreme Court has also ruled in
April 2022 that there was no
defamation with regard to the defamation lawsuit brought by Mr.
Okada against the Company and others.
It should also be noted that Mr. Okada is currently being sued
by a law firm in Illinois, USA,
for damages of approximately 7 billion
Japanese yen for non-payment of legal fees, and another law
firm in Hong Kong is also suing
him for the non-payment of fees."
In addition, on June 10, 2022, UE
issued a press release which read in part:
"(Progress of Disclosed Matter)
Notice Regarding Extension of Agreement
Deadline for Subsidiary's Merger (De-SPAC)
[ . . .]
On April 27, 2022, the Second
Division of the Supreme Court of the
Philippines issued an order that the "status quo ante" in
2017 before Kazuo Okada, former
Director of the Company ("Mo. Okada) [sic], was removed from his
position as officer, etc., of TRLEI should be observed. This is a
provisional order until a judgment is ruled on this matter that
pertains to the restoration of Mr. Okada's position at TRLEI, which
is currently being considered by the Supreme Court of the Philippines. TRLEI has filed a motion to
ask the Second Division of the Supreme Court to reconsider or
revoke its status quo order. However, on May
31, 2022, a group acting under the direction of Mr, Okada
intruded into the OKADA MANILA
facility operated by TRLEI and usurped the facility and its
operation.
TRLEI has filed criminal charges with the Department of Justice
of the Philippines for these
offenses.
At the same time, as the Company announced in the "(Progress of
Disclosed Matter) Notice Regarding Effectiveness of Subsidiary's
Form F-4 filed with the US Securities and Exchange Commission"
dated June 3, 2022, a registration
statement on Form F-4 under the US Securities Act (the "Form F-4"),
which UERI filed with the US Securities and Exchange Commission
(the "US SEC") for the Merger, has become effective since
June 2, 2022 (US time). However, UERI
intends to make changes to that Form F-4 in order to add the
abovementioned information and associated risks.
In line with the above, there is a possibility that the
implementation of the Merger will be delayed from its previously
scheduled date of June 30, 2022. As
such, the Company hereby announces that at the meeting of its Board
of Directors held today, it has resolved to change the deadline of
the Merger Agreement from June 30,
2022 to September 30, 2022
subject to agreement with 26 Capital.
[ . . . ]"
About 26 Capital Acquisition Corp.
26 Capital Acquisition Corp. (NASDAQ: ADER) is a
Nasdaq-listed blank check company formed for the purpose of
creating stockholder value by identifying an acquisition target
with significant growth opportunities that the 26 Capital team can
enhance by utilizing its experience and track record of creating
and unlocking value, with particular focus in gaming, gaming
technology, lodging, and entertainment. 26 Capital is led by
Jason Ader of SpringOwl Asset
Management. Mr. Ader has over 26 years of experience as an
institutional investor, asset manager, and research analyst, with
particular expertise in the gaming and hospitality industries.
SpringOwl Asset Management has raised more than $1 billion in capital since it was founded in
2013.
Participants in the Solicitation
26 Capital Acquisition Corp. and certain of its directors and
executive officers may be deemed participants in the solicitation
of proxies from 26 Capital Acquisition Corp.'s stockholders with
respect to the proposed business combination transaction. A list of
the names of those directors and executive officers and a
description of their interests in 26 Capital Acquisition Corp. is
set forth in 26 Capital Acquisition Corp.'s filings with the SEC
(including 26 Capital Acquisition Corp.'s final prospectus related
to its initial public offering (File No. 333-251682) dated as of
January 14, 2021), and are available
free of charge at the SEC's web site at www.sec.gov, or by
directing a request to 26 Capital Acquisition Corp., 701 Brickell
Avenue, Miami, Florida 33131,
attention: Jason Ader. Additional
information regarding the interests of such participants will be
contained in the prospectus/proxy statement for the proposed
business combination transaction when available.
UERI and certain of its directors and executive officers may
also be deemed to be participants in the solicitation of proxies
from the stockholders of 26 Capital Acquisition Corp. in connection
with the proposed business combination transaction. A list of the
names of such directors and executive officers and information
regarding their interests in the proposed business combination
transaction will be included in the registration/proxy statement
for the proposed business combination transaction when
available
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination transaction. This
press release shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. UERI's actual results
may differ from their expectations, estimates, and projections and,
consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as "expect,"
"estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes,"
"predicts," "potential," "continue," and similar expressions (or
the negative versions of such words or expressions) are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, 26 Capital Acquisition
Corp.'s and UERI's expectations with respect to future performance
and anticipated financial impacts of the business combination
transaction.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially, and potentially adversely, from those expressed or
implied in the forward-looking statements. Most of these factors
are outside 26 Capital Acquisition Corp.'s and UERI's control and
are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the outcome of any legal
proceedings that may be instituted against 26 Capital Acquisition
Corp. and/or UERI following the consummation of the business
combination transaction; (2) the impact of COVID-19 and related
regulatory responses (such as local community quarantine and
international travel restrictions) on UERI's business; (3) the
dependence of UERI's business on its casino gaming license; (4) the
inability to maintain the listing of UERRI's common shares on the
Nasdaq following the consummation of the business combination
transaction; (5) the risk that the business combination transaction
disrupts current plans and operations; (6) the ability to recognize
the anticipated benefits of the business combination transaction,
which may be affected by, among other things, competition, the
ability of UERI to grow and manage growth profitably, and retain
its key employees; (7) costs related to the business combination
transaction; (8) changes in applicable laws or regulations; (9) the
possibility that UERI may be adversely affected by other economic,
business, and/or competitive factors; and (10) any plans to expand
operations outside of the
Philippines. The foregoing list of factors is not exclusive.
All subsequent written and oral forward-looking statements
concerning 26 Capital Acquisition Corp. or UERI, the transactions
described herein or other matters and attributable to 26 Capital
Acquisition Corp., UERI or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Each of 26 Capital Acquisition Corp. and UERI expressly disclaims
any obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in their expectations with respect thereto or
any change in events, conditions, or circumstances on which any
statement is based, except as required by law.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/26-capital-acquisition-corp-announces-rescheduling-of-record-date-and-special-meeting-date-and-universal-entertainment-corporations-notice-of-illegal-occupation-and-other-illegal-activities-occurring-at-trlei-301567555.html
SOURCE 26 Capital