04 Dec, 2021

Okada Manila, Owner of The Leading Integrated Gaming Resort in the Philippines, and 26 Capital Acquisition Corp. (NASDAQ: ADER), Announce Plans to Merge, Resulting in Okada Manila Becoming a Publicly Traded Company

MANILA, Philippines and MIAMI and TOKYO, Oct. 15, 2021 /PRNewswire/ — Tiger Resort, Leisure and Leisure Inc., working as Okada Manila, one of many premier vacation spot on line casino resorts in Asia and the biggest built-in resort in the Philippines, together with Miami-based publicly traded particular function acquisition firm, 26 Capital Acquisition Corp. (NASDAQ: ADER), introduced at this time that they’ve entered right into a merger settlement, which is able to end in Okada Manila turning into a publicly traded firm listed on Nasdaq. The transaction implies an enterprise worth for Okada Manila of $2.6 billion and is anticipated to supply Okada Manila with as much as $275 million in money. Upon closing of the transaction, the publicly traded firm may have its widespread inventory listed on the Nasdaq via an American Depository Receipt program.

26 Capital

The transaction consists of important strategic alignment as Jason Ader, head of 26 Capital Acquisition Corp., intends to leverage his famend experience in gaming, gaming know-how, lodging, leisure, and web commerce for the good thing about Okada Manila. Having 26 Capital as a associate will permit Okada Manila to leverage 26 Capital’s experience in these areas to assist unlock worth and drive progress alternatives for the corporate.

Okada Manila, the one Japanese owned and operated on line casino on this planet, is the biggest (by way of gross ground space and gaming ground space) and most luxurious built-in resort in the Philippines and amongst the biggest on this planet.

Okada Manila resort sits on over 50 acres of prime waterfront actual property in Leisure Metropolis, Manila. The resort at present boasts almost 35,000 sq. meters of gaming area and has the capability to function 599 gaming tables and 4,263 digital gaming machines. Upon full completion of development in 2022, Okada Manila may have licensed capability to function 974 gaming tables and 6,890 digital gaming machines. When totally accomplished, Okada Manila will function two towers with 993 luxurious lodge rooms, a retail boulevard with capability for greater than 50 retailers, Cove Manila night time membership and indoor seashore membership, greater than 25 eating choices, and one of many world’s largest multicolor dancing and musical fountains. The Okada Manila resort price $3.3 billion to assemble and commenced to progressively open all through 2019 following the completion of its first lodge tower. In 2022, following full development completion, the property will be capable to function at full capability for the primary time.

Okada Manila has the main gaming working capability in Leisure Metropolis, a market that grew by 24% yearly between 2013 and 2019 and achieved gross gaming income (GGR) in 2019 of over $3.3 billion. Along with being a significant vacationer vacation spot and one of many quickest rising gaming markets in Asia, the Philippines supplies a really favorable surroundings for gaming companies relative to competing geographies as a result of aggressive labor prices, no company tax for gaming income, and gaming licenses which are coterminous with PAGCOR, the native gaming regulator, with a franchise that’s renewable indefinitely. Along with important future progress anticipated from home and vacationer gaming guests, Okada Manila may also profit from the newly regulated on-line home gaming market, the chance to doubtlessly broaden via utilization of extra land in the Philippines, and potential participation in a future built-in resort improvement in Japan.

Following the anticipated closing of the merger, Okada Manila will proceed to be led by President Byron Yip, CFO Hans Van Der Sande and its world class management staff. Common Leisure Company, Okada Manila’s father or mother firm and the present proprietor of 100% of its fairness, will retain all of its present holdings in Okada Manila within the newly publicly traded firm.

Commenting on at this time’s announcement, Byron Yip mentioned: “Okada Manila is on the coronary heart of the gaming and hospitality enterprise in Asia. We’re lucky to function essentially the most luxurious built-in resort in the Philippines, and excited to comprehend the complete potential of this state-of-the-art facility for gaming, leisure, and hospitality as a public firm and in partnership with Jason Ader of 26 Capital.”

“Okada Manila is the way forward for the gaming market in Asia and poised for large progress,” mentioned Jason Ader Chairman of the Board of Administrators and Chief Govt Officer of 26 Capital Acquisition Corp. “With its lovely new facility, a fascinating location in one of many fastest-growing gaming markets on this planet, and potential for industry-leading margins and money circulation conversion, I consider the Okada Manila is a particularly compelling funding.”

Jun Fujimoto, Chairman, President and Chief Govt Officer of Common Leisure Corp. mentioned: “At the moment marks an thrilling milestone for Okada Manila and for Common Leisure. Common Leisure has all the time taken nice satisfaction because the proprietor and developer of Okada Manila, and we’re extraordinarily happy to associate with Jason Ader and 26 Capital to introduce Okada Manila to the general public markets. We look ahead to persevering with our robust assist for the enterprise and to a path of immense progress forward.”

Transaction Overview
The enterprise mixture values Okada Manila at an enterprise worth of $2.6 billion and at an fairness worth of $2.5billion. 26 Capital Acquisition Corp. is anticipated to supply as much as $275 million of money held in 26 Capital’s belief account from its preliminary public providing in January 2021. Okada Manila intends to make use of 26 Capital Acquisition Corp.’s accessible money for progress alternatives and normal company functions.

Common Leisure Corp. will roll 100% of its fairness within the transaction and is predicted to personal roughly 88% of the mixed firm at closing, assuming no redemptions by shareholders of 26 Capital Acquisition Corp. That is topic to dilution if additional capital is raised as a part of the transaction previous to closing.

The Boards of Administrators of each 26 Capital Acquisition Corp. and Okada Manila have unanimously authorised the proposed transaction. The transaction is predicted to shut within the first half of 2022 and is topic to approval by 26 Capital stockholders and different customary closing circumstances.

Investor Convention Name Data
Okada Manila and 26 Capital Acquisition Corp. will host a joint investor convention name to debate the proposed transaction on Monday October 18, 2021, at 8:30 a.m. EDT. events could hearken to the webcast discovered on 26 Capital’s IR website or by dialing 1-877-407-0789 (US) or 1-201-689-8562 (worldwide). As well as, a recording of the decision might be posted to 26 Capital’s IR web site at https://www.spac26.com.

Extra details about the proposed enterprise mixture, together with a duplicate of the investor presentation, might be supplied in a Present Report on Kind 8-Ok to be filed by 26 Capital Acquisition Corp. with the SEC and accessible at www.sec.gov. The investor presentation will also be discovered on 26 Capital Acquisition Corp.’s web site at https://www.spac26.com.

Advisors
Baker McKenzie Tokyo and Milbank LLP served as authorized counsel for Common Leisure Company and Okada Manila. Schulte Roth & Zabel served as authorized counsel for 26 Capital Acquisition Corp.

About Okada Manila
Okada Manila is the premier on line casino and built-in resort in Leisure Metropolis, Manila. Okada Manila is the biggest built-in resort in the Philippines and amongst the biggest on this planet. Situated in one of many fastest-growing gaming markets in Asia, Okada Manila sits on over 50 acres of land, and upon remaining completion may have licensed capability to function 974 gaming tables and 6,890 digital gaming machines and have almost 1,000 luxurious lodge rooms.

About Common Leisure Corp.
Common Leisure (TSE: 6425) is a key participant within the Asian built-in resorts enterprise via its possession of the Okada Manila lodge and on line casino. Common can be a number one producer of gaming machines in Japan the place it designs, produces and distributes Pachinko and Pachislot machines.

About 26 Capital Acquisition Corp.
26 Capital Acquisition Corp. (NASDAQ: ADER) is a Nasdaq-listed clean verify firm shaped for the aim of making stockholder worth by figuring out an acquisition goal with important progress alternatives that the 26 Capital staff can improve by using its expertise and observe document of making and unlocking worth, with specific focus in gaming, gaming know-how, lodging, and leisure. 26 Capital is led by Jason Ader of SpringOwl Asset Administration. Mr. Ader has over 26 years of expertise as an institutional investor, asset supervisor, and analysis analyst, with specific experience within the gaming and hospitality industries. SpringOwl Asset Administration has raised greater than $1 billion in capital because it was based in 2013.

Members within the Solicitation
26 Capital Acquisition Corp. and sure of its administrators and govt officers could also be deemed individuals within the solicitation of proxies from 26 Capital Acquisition Corp.’s stockholders with respect to the proposed enterprise mixture transaction. A listing of the names of these administrators and govt officers and an outline of their pursuits in 26 Capital Acquisition Corp. is ready forth in 26 Capital Acquisition Corp.’s filings with the SEC (together with 26 Capital Acquisition Corp.’s remaining prospectus associated to its preliminary public providing (File No. 333-251682) dated as of January 14, 2021), and can be found freed from cost on the SEC’s website online at www.sec.gov, or by directing a request to 26 Capital Acquisition Corp., 701 Brickell Avenue, Miami, Florida 33131, consideration: Jason Ader. Extra info concerning the pursuits of such individuals might be contained within the prospectus/proxy assertion for the proposed enterprise mixture transaction when accessible.

Okada Manila and sure of their administrators and govt officers may additionally be deemed to be individuals within the solicitation of proxies from the stockholders of 26 Capital Acquisition Corp. in reference to the proposed enterprise mixture transaction. A listing of the names of such administrators and govt officers and data concerning their pursuits within the proposed enterprise mixture transaction might be included within the registration/proxy assertion for the proposed enterprise mixture transaction when accessible.

No Supply or Solicitation
This press launch shall not represent a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed enterprise mixture transaction. This press launch shall additionally not represent a suggestion to promote or the solicitation of a suggestion to purchase any securities, nor shall there be any sale of securities in any states or jurisdictions wherein such supply, solicitation or sale could be illegal previous to registration or qualification beneath the securities legal guidelines of any such jurisdiction.

Ahead-Trying Statements
This press launch consists of “forward-looking statements” inside the that means of the “protected harbor” provisions of america Personal Securities Litigation Reform Act of 1995. These forward-looking statements are supplied for illustrative functions solely and aren’t supposed to function, and should not be relied on by any investor as, a assure, an assurance, a prediction or a definitive assertion of truth or likelihood. Okada Manila’s precise outcomes could differ from their expectations, estimates, and projections and, consequently, you shouldn’t depend on these forward-looking statements as predictions of future occasions. Phrases akin to “count on,” “estimate,” “mission,” “finances,” “forecast,” “anticipate,” “intend,” “plan,” “could,” “will,” “may,” “ought to,” “believes,” “predicts,” “potential,” “proceed,” and comparable expressions (or the damaging variations of such phrases or expressions) are supposed to determine such forward-looking statements. These forward-looking statements embrace, with out limitation, 26 Capital Acquisition Corp.’s and Okada Manila’s expectations with respect to future efficiency and anticipated monetary impacts of the enterprise mixture transaction.

These forward-looking statements contain important dangers and uncertainties that would trigger the precise outcomes to vary materially, and doubtlessly adversely, from these expressed or implied within the forward-looking statements. Most of those elements are exterior 26 Capital Acquisition Corp.’s and Okada Manila’s management and are troublesome to foretell. Elements which will trigger such variations embrace, however aren’t restricted to: (1) the result of any authorized proceedings that could be instituted in opposition to 26 Capital Acquisition Corp. and/or Okada Manila following the consummation of the enterprise mixture transaction; (2) the influence of COVID-19 and associated regulatory responses (akin to local people quarantine and worldwide journey restrictions) on Okada Manila’s enterprise; (3) the dependence of Okada Manila’s enterprise on its on line casino gaming license; (4) the lack to keep up the itemizing of Okada Manila’s widespread shares on the Nasdaq following the consummation of the enterprise mixture transaction; (5) the chance that the enterprise mixture transaction disrupts present plans and operations; (6) the power to acknowledge the anticipated advantages of the enterprise mixture transaction, which can be affected by, amongst different issues, competitors, the power of Okada Manila to develop and handle progress profitably, and retain its key workers; (7) prices associated to the enterprise mixture transaction; (8) modifications in relevant legal guidelines or rules; and (9) the chance that Okada Manila could also be adversely affected by different financial, enterprise, and/or aggressive elements. The foregoing listing of things isn’t unique. All subsequent written and oral forward-looking statements regarding 26 Capital Acquisition Corp. or Okada Manila, the transactions described herein or different issues and attributable to 26 Capital Acquisition Corp., Okada Manila or any particular person performing on their behalf are expressly certified of their entirety by the cautionary statements above. Readers are cautioned to not place undue reliance upon any forward-looking statements, which converse solely as of the date made. Every of 26 Capital Acquisition Corp. and Okada Manila expressly disclaims any obligations or enterprise to launch publicly any updates or revisions to any forward-looking statements contained herein to mirror any change of their expectations with respect thereto or any change in occasions, circumstances, or circumstances on which any assertion relies, besides as required by legislation.

Use of information
The information contained herein is derived from numerous inner and exterior sources we consider to be dependable. Though we’re not conscious of any misstatements concerning the exterior knowledge introduced herein, our estimates contain dangers and uncertainties and are topic to alter based mostly on numerous elements, together with these described beneath “Ahead-Trying Statements” above. Any knowledge on previous efficiency or modeling contained herein isn’t a sign as to future efficiency, and every of 26 Capital Acquisition Corp and Okada Manila disclaims any obligation, besides as required by legislation, to replace or revise the data on this presentation, whether or not on account of new info, future occasions or in any other case.

Okada Manila
Okada Manila

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