Universal Entertainment Calls Off US Listing Plans

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Universal Entertainment Corp, the company behind the Okada Manila casino in the Philippines, is taking a step back from its plans to be listed on a US stock exchange. It has issued a formal statement about the termination of its merger agreement with 26 Capital Acquisition Corp, a special purpose acquisition company (SPAC) after the two had a falling out earlier this year.

Breakup Turns Hateful

In October 2021, a merger deal was unveiled with the aim of enabling Universal to become a listed company on NASDAQ. This agreement also entails the consolidation of Universal with Tiger Resorts Asia, its Philippine subsidiary that regained authority over Okada Manila in September 2022.

The original target date for finalizing the deal was initially June 2022 before being pushed back to September 30, 2023. The delay came as both 26 Capital and Universal began accusing each other of wrongdoing.

Universal Entertainment struck out at its SPAC partner, asserting that it had disregarded US Securities and Exchange Commission (SEC) regulations and provided false information to investors. It raised concerns regarding several instances of contract violations by 26 Capital. As a result, Universal wanted to call off the arrangement in March.

In response to Universal’s allegations, 26 Capital has vehemently denied any wrongdoing. It launched a lawsuit against the company in February, trying to force Universal to move forward with the merger.

26 Capital asserted that Universal was simply trying to find a way out of the deal. It responded to Universal’s accusations of wrongdoing in kind, accusing its supposed partner of also violating the law.

Jason Ader, the CEO of 26 Capital and a former Las Vegas Sands executive, asserts that Universal is only looking for ways to get out of the merger. His arguments have become the basis of a lawsuit against Universal that should go to trial in Delaware on July 10.

How They Got Here

Universal, through its Tiger Resort, Leisure and Entertainment, Inc (TRLEI) subsidiary, announced its deal with the blank-check firm in October 2021. The goal was to have Universal emerge as a public company on NASDAQ through the US American Depository Receipt program.

The merger, valued at $2.6 billion, would give Universal $275 million in cash, according to an announcement at the time. That money, it said, would allow it to expand and cover corporate expenses. The post-merger company would be led by Universal, which would hold around 88% of the shares.

However, Universal ran into trouble. It had to contend with COVID-19 and a complete shutdown of casinos in the Philippines, as well as internal problems. Four years earlier, the company had ousted its founder, Kazuo Okada, also removing him from TRLEI.

He then allegedly attempted a coup in the middle of last year, after the SPAC talks began. From there, the merger began to fall apart, leading to the ongoing legal battles from both sides.

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