The parent company of Okada Manila operator Tiger Resort, Leisure and Entertainment Inc (TRLEI), Universal Entertainment Corp, says it has resolved to delay the deadline for completion of its planned NASDAQ listing by three months until 30 September 2022.
In a filing, the Japanese gaming giant said that it had recently filed a Form F-4 registration statement with the US Securities and Exchange Commission which has become effective but now plans to make changes to the Form F-4 outlining risks associated with the recent takeover of Okada Manila by representatives of Kazuo Okada. Mr Okada was removed from the boards of Universal Entertainment Corp and TRLEI in 2017 for alleged fraud.
As a result, Universal will delay its merger with Special Purpose Acquisition Company (SPAC) 26 Capital Acquisition Corp from 30 June until 30 September.
In a separate press release, Universal subsidiary Tiger Resort Asia Ltd (TRAL) – the Hong Kong-registered entity that owns 99.9% of TRLEI shares – said it has formally opposed attempts by the Kazuo Okada-led group to update the company’s General Information Sheet (GIS) and has written a letter to the Philippines SEC to warn them of what TRAL describes as “the unscrupulous move.” This follows issuance by the Supreme Court of the Philippines of a status quo ante order (SQAO) requiring the TRLEI board be returned to its status of five years ago, before Kazuo Okada was removed.
Kazuo Okada had subsequently installed himself, Antonio Cojuangco, Dindo Espeleta, Manuel Lazaro, Yoshinao Negeshi, Takahiro Usui, Kengo Takeda, Steven Wolstenholme, Tetsuya Yokota, Hiroshi Kawamura, and Maximo Modesto Joel C. Flores as the new board of TRLEI which then oversaw the forced takeover of Okada Manila.
In the letter to the SEC, TRAL said the “legitimate officers” of TRLEI have highlighted that “the sham board was irregularly elected and that the proposed GIS containing their election was invalid.
“No notices of meeting were sent to TRLEI’s stockholders by the Corporate Secretary as provided in the By-Laws; and it was held without the participation of the majority shareholders holding 99.9 percent ownership of the shares, specifically, Tiger Resort Asia Limited (TRAL).”
TRLEI’s Corporate Secretary also attached an affidavit indicating that she “did not issue or send out a notice to any of the stockholders of TRLEI in relation to a stockholders’ meeting purportedly held on 2 May 2022.”
According to TRAL, TRLEI has now formally filed an Extremely Urgent Manifestation with Motion for Ad Cautelam before the Supreme Court of the Philippines asking it to declare the Kazuo Okada board as void for being violative of the status quo ante order (SQAO); to clarify that the takeover of Okada Manila is not allowed under the SQAO; and to direct the Kazuo Group to refrain from exercising management and board functions and surrender the physical possession of Okada Hotel to TRLEI.
“We are calling on all government bodies and agencies to only deal with the legitimate board of TRLEI,” said director Hajime Tokuda.
“We likewise urge the SEC to fulfill their mandate and refuse any attempt of the illegitimate group to make a mockery of the corporate institutions in the Philippines.”
