Jason Ader’s 26 Capital Acquisition Corp has described a termination notice sent by entities operating Philippines integrated resort Okada Manila in regard to a merger agreement and proposed NASDAQ listing as “baseless”.
In a written response to the news that the Okada Manila entities had terminated the agreement as of 30 June 2023, citing “various material breaches of the merger agreement and fraudulent conduct”, 26 Capital confirmed it had received the “purported” termination notice from Okada Manila owner Tiger Resorts Asia Ltd but added, “26 Capital believes that the termination notice is baseless.”
It also pointed to the upcoming trial between the feuding parties starting this Monday 10 July in Delaware, with 26 Capital having filed a lawsuit in February alleging the Okada Manila entities had breached their obligations under the merger agreement to consummate the merger promptly. The lawsuit also calls on the court to order the consummation to take place.
In responding to last week’s termination notice, 26 Capital said it “believes that Tiger Resorts and its affiliates have engaged in repeated contractual breaches to avoid closing, which is the subject of a pending Delaware litigation going to trial on 10 July 2023.
“26 Capital refers to the public docket for the litigation for background on the Tiger Resorts allegations, which 26 Capital believes are meritless. 26 Capital is eager to commence trial … and remains fully committed to closing the transaction and improving the merged company’s corporate governance.”
As reported by IAG, the Okada Manila entities – comprising Tiger Resort Asia Ltd (TRA), Tiger Resort, Leisure and Entertainment, Inc (TRLEI), UE Resorts International Inc and Project Tiger Merger Sub Inc – filed their own counterclaims in March alleging that 26 Capital and Ader have embarked on a “concerted and increasingly erratic campaign … to pursue closing at all costs in pursuit of a windfall.”
They also allege that Ader made misleading public statements aimed at easing investor concerns and without receiving permission from the Universal and the Okada entities to do so. Ader, the entities add, failed to disclose to his investors of “material developments in the Philippines” after the former chairman of UEC, Kazuo Okada, forcibly took control of Okada Manila for a three-month period in mid-2022.
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