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, Inside Asian Gaming reports.
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.”
The drama behind this deal has been unfolding for more than a year and a half.
26 Capital CEO Jason Ader’s SPAC aims to merge with the Philippine integrated resort operator in a $2.6 billion deal. The transaction has encountered various delays over many months, after Kazuo Okada — the man for whom the venue is named — and his associates briefly took physical control of the casino hotel. Read more.
