TIGER RESORT Asia Limited (TRAL) has amended its tender offer report to reflect its ongoing cases with Japanese gaming businessman Kazuo Okada, but noted that this will have no significant impact on the transaction.
In a disclosure to the stock exchange on Thursday, Asiabest Group International, Inc. (ABG) said that TRAL has included the case with Mr. Okada in its latest tender offer report, in compliance with the Securities and Exchange Commission’s order for the offeror to provide the additional information.
Mr. Okada has filed a case against TRAL and its local unit, Tiger Resorts Leisure and Entertainment, Inc. (TRLEI) which controls integrated resort and casino Okada Manila, for his supposedly illegal removal as director and shareholder in the two companies. The case, however, was dismissed by the Regional Trial Court of Parañaque last November 2018.
The Japanese tycoon had previously argued that he will stop the planned backdoor listing should he win his case and return to TRAL’s board.
Prior to his removal from TRAL and TRLEI, Mr. Okada was also removed as chairman and director of Universal Entertainment Corp. (UEC) — the beneficial owner of TRAL — for allegedly fraudulent activities that skipped proper internal approval processes transacted by Mr. Okada alongside former UEC Director Yoshinao Negishi.
UEC then released an investigation report finding that Mr. Okada “caused TRAL to provide a loan of HK$135 million to another company,” which was then spent to buy an art work for personal use.
Mr. Okada was also found to have issued a check worth HK$16 million without going through the necessary internal procedures.
“At that time, Kazuo Okada had asked for an increase in his remuneration, so the issuance of the check was believed to be for Kazuo Okada’s gain,” according to the tender offer report.
With this, TRLEI has also filed various criminal cases against Mr. Okada, including estafa charges for the sums he received without the proper board authority.
TRAL is pursuing the tender offer in line with its plans for backdoor listing through ABG. The company is looking to purchase up to 100 million common shares in ABG from minority shareholders at P3.2325 apiece. The offer period will run until Jan. 9, and will be crossed and settled on Jan. 11.
TRLEI will then be folded into the resulting company to become its wholly-owned subsidiary. The resulting company after the backdoor listing will then conduct a follow-on offering this year.
TRAL said the cases concerning Mr. Okada will not affect its share purchase agreement with ABG and the tender offer, since the transactions were approved by its current directors.
“Thus, the transactions will continue to be valid and binding on the company even if Mr. Okada wins any of the cases, and even if he is able to get back to Tiger,” the company said. — Arra B. Francia
