26 Capital Acquisition announced that it will be unable to complete a business combination by its deadline due to a Delaware Court ruling denying the SPAC’s request to compel its merger partner — the owner of a Philippines casino — to complete the deal.
26 Capital said it would liquidate effective at the close of business Sept. 21.
Japanese conglomerate Universal Entertainment predicted earlier this month that there would “likely be an appeal” by 26 Capital Acquisition regarding the court ruling on the merger between 26 Capital and the entity overseeing the Okada Manila casino resort in the Philippines. The casino is controlled by Universal Entertainment.
Okada Manila is the only Japanese owned and operated casino in the world.
In a ruling the day before, a court in Delaware said the Japanese group would not need to go ahead with a merger agreement with 26 Capital in a deal that would involve the listing in the U.S. of the operator of the Okada Manila resort.
The judge, vice chancellor Travis Laster, ruled that “multiple factors” lead to the decision, according to the court ruling document, reports GGRAsia.
The decision not to order the merger completion was in part because 26 Capital “engaged in conduct that should not be rewarded,” said the judge.
“We are disappointed by the Court’s ruling as the proposed merger benefits all parties, but we remain committed to enhancing shareholder value and will continue to explore all available strategic options,” said Jason Ader, chairman and CEO of 26 Capital, after the judge’s ruling.
The judge stated that 26 Capital – a Nasdaq-listed SPAC – was still entitled to seek damages. He added he would address that matter at a later date, according to the document.
In announcing liquidation, 26 Capital said it remains “committed to vigorously pursuing all available remedies,” including damages, and it will issue further releases with updates on such remedies and any such recovery as needed.
The per-share redemption price is expected to be $10.95, before taxes and dissolution expenses. As of the close of business on or about Sept. 25 the shares will be deemed cancelled.
The deal with Okada Manila has been lurching along from one dispute to another since it was announced nearly two years ago. Read more.
