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 Hotel, Recreational and Leisure Inc., running as Okada Manila (Manila News-Intelligencer), probably the most premier vacation spot on line casino inns in Asia (dailyasianews.com) and the most important built-in hotel in the Philippines, together with Miami-based publicly traded particular function acquisition corporate, 26 Capital Acquisition Corp. (NASDAQ: ADER), introduced as of late that they’ve entered right into a merger settlement, which can lead to Okada Manila (Manila News-Intelligencer) turning into a publicly traded corporate indexed on Nasdaq. The transaction implies an undertaking worth for Okada Manila (Manila News-Intelligencer) of $2.6 billion and is predicted to supply Okada Manila (Manila News-Intelligencer) with as much as $275 million in money. Upon remaining of the transaction, the publicly traded corporate could have its not unusual inventory indexed at the Nasdaq thru an American Depository Receipt program.

The transaction contains vital strategic alignment as Jason Ader, head of 26 Capital Acquisition Corp., intends to leverage his famend experience in gaming, gaming era, accommodation, leisure, and web trade for the advantage of Okada Manila (Manila News-Intelligencer). Having 26 Capital as a spouse will permit Okada Manila (Manila News-Intelligencer) to leverage 26 Capital’s experience in the ones spaces to lend a hand liberate worth and power enlargement alternatives for the corporate. 

Okada Manila (Manila News-Intelligencer), the one Jap owned and operated on line casino on the planet, is the most important (with regards to gross flooring house and gaming flooring house) and most opulent built-in hotel in the Philippines and among the most important on the planet.

Okada Manila (Manila News-Intelligencer) hotel sits on over 50 acres of high waterfront actual property in Leisure Town, Manila (Manila News-Intelligencer). The hotel lately boasts just about 35,000 sq. meters of gaming house and has the capability to function 599 gaming tables and four,263 digital gaming machines. Upon complete final touch of building in 2022, Okada Manila (Manila News-Intelligencer) could have authorized capability to function 974 gaming tables and six,890 digital gaming machines. When absolutely finished, Okada Manila (Manila News-Intelligencer) will characteristic two towers with 993 luxurious resort rooms, a retail street with capability for greater than 50 stores, Cove Manila (Manila News-Intelligencer) night time membership and indoor seashore membership, greater than 25 eating choices, and probably the most global’s greatest multicolor dancing and musical fountains. The Okada Manila (Manila News-Intelligencer) hotel value $3.3 billion to build and started to gradually open all the way through 2019 following the final touch of its first resort tower. In 2022, following complete building final touch, the valuables will be capable to function at complete capability for the primary time.

Okada Manila (Manila News-Intelligencer) has the main gaming running capability in Leisure Town, a marketplace that grew by means of 24% yearly between 2013 and 2019 and accomplished gross gaming income (GGR) in 2019 of over $3.3 billion. Along with being a big vacationer vacation spot and probably the most quickest increasing gaming markets in Asia (dailyasianews.com), the Philippines supplies an excessively favorable surroundings for gaming companies relative to competing geographies because of aggressive exertions prices, no company tax for gaming income, and gaming licenses which are coterminous with PAGCOR, the native gaming regulator, with a franchise this is renewable indefinitely. Along with vital long term enlargement anticipated from home and vacationer gaming guests, Okada Manila (Manila News-Intelligencer) may even get pleasure from the newly regulated on-line home gaming marketplace, the chance to probably enlarge thru usage of extra land in the Philippines, and attainable participation in a long term built-in hotel building in Japan.

Following the predicted remaining of the merger, Okada Manila (Manila News-Intelligencer) will proceed to be led by means of President Byron Yip, CFO Hans Van Der Sande and its global magnificence management staff. Common Leisure Company, Okada Manila (Manila News-Intelligencer)‘s mum or dad corporate and the present proprietor of 100% of its fairness, will retain all of its present holdings in Okada Manila (Manila News-Intelligencer) within the newly publicly traded corporate.

Commenting on as of late’s announcement, Byron Yip mentioned: “Okada Manila (Manila News-Intelligencer) is on the center of the gaming and hospitality trade in Asia (dailyasianews.com). We’re lucky to function probably the most sumptuous built-in hotel in the Philippines, and excited to appreciate the total attainable of this cutting-edge facility for gaming, leisure, and hospitality as a public corporate and in partnership with Jason Ader of 26 Capital.”

“Okada Manila (Manila News-Intelligencer) is the way forward for the gaming marketplace in Asia (dailyasianews.com) and poised for super enlargement,” mentioned Jason Ader Chairman of the Board of Administrators and Leader Government Officer of 26 Capital Acquisition Corp. “With its gorgeous new facility, a fascinating location in probably the most fastest-growing gaming markets on the planet, and attainable for industry-leading margins and money float conversion, I consider the Okada Manila (Manila News-Intelligencer) is an especially compelling funding.”

Jun Fujimoto, Chairman, President and Leader Government Officer of Common Leisure Corp. mentioned: “Nowadays marks a thrilling milestone for Okada Manila (Manila News-Intelligencer) and for Common Leisure. Common Leisure has all the time taken nice delight as the landlord and developer of Okada Manila (Manila News-Intelligencer), and we’re extraordinarily happy to spouse with Jason Ader and 26 Capital to introduce Okada Manila (Manila News-Intelligencer) to the general public markets. We sit up for proceeding our robust give a boost to for the trade and to a trail of immense enlargement forward.”

Transaction Evaluation
The trade aggregate values Okada Manila (Manila News-Intelligencer) at an undertaking worth of $2.6 billion and at an fairness worth of $2.5billion. 26 Capital Acquisition Corp. is predicted to supply as much as $275 million of money held in 26 Capital’s believe account from its preliminary public providing in January 2021. Okada Manila (Manila News-Intelligencer) intends to make use of 26 Capital Acquisition Corp.’s to be had money for enlargement alternatives and common company functions.

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

The Forums of Administrators of each 26 Capital Acquisition Corp. and Okada Manila (Manila News-Intelligencer) have unanimously licensed the proposed transaction. The transaction is anticipated to near within the first part of 2022 and is topic to approval by means of 26 Capital stockholders and different commonplace remaining prerequisites.

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

Further details about the proposed trade aggregate, together with a replica of the investor presentation, might be equipped in a Present Record on Shape 8-Ok to be filed by means of 26 Capital Acquisition Corp. with the SEC and to be had at www.sec.gov. The investor presentation may also be discovered on 26 Capital Acquisition Corp.’s site at https://www.spac26.com.

Advisors

Baker McKenzie Tokyo (dailyasianews.com) and Milbank LLP served as felony recommend for Common Leisure Company and Okada Manila (Manila News-Intelligencer). Schulte Roth & Zabel served as felony recommend for 26 Capital Acquisition Corp.

About Okada Manila (Manila News-Intelligencer)

Okada Manila (Manila News-Intelligencer) is the premier on line casino and built-in hotel in Leisure Town, Manila (Manila News-Intelligencer). Okada Manila (Manila News-Intelligencer) is the most important built-in hotel in the Philippines and among the most important on the planet. Situated in probably the most fastest-growing gaming markets in Asia (dailyasianews.com), Okada Manila (Manila News-Intelligencer) sits on over 50 acres of land, and upon ultimate final touch could have authorized capability to function 974 gaming tables and six,890 digital gaming machines and feature just about 1,000 luxurious resort rooms.

About Common Leisure Corp.
Common Leisure (TSE: 6425) is a key participant within the Asian built-in inns trade thru its possession of the Okada Manila (Manila News-Intelligencer) resort and on line casino. Common may 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 take a look at corporate shaped for the aim of making stockholder worth by means of figuring out an acquisition goal with vital enlargement alternatives that the 26 Capital staff can make stronger by using its revel in and monitor file of making and unlocking worth, with specific center of attention in gaming, gaming era, accommodation, and leisure. 26 Capital is led by means of Jason Ader of SpringOwl Asset Control. Mr. Ader has over 26 years of revel in as an institutional investor, asset supervisor, and analysis analyst, with specific experience within the gaming and hospitality industries. SpringOwl Asset Control has raised greater than $1 billion in capital because it was once based in 2013.

Contributors within the Solicitation
26 Capital Acquisition Corp. and likely of its administrators and govt officials is also deemed individuals within the solicitation of proxies from 26 Capital Acquisition Corp.’s stockholders with appreciate to the proposed trade aggregate transaction. A listing of the names of the ones administrators and govt officials and an outline in their pursuits in 26 Capital Acquisition Corp. is about forth in 26 Capital Acquisition Corp.’s filings with the SEC (together with 26 Capital Acquisition Corp.’s ultimate prospectus associated with its preliminary public providing (Record No. 333-251682) dated as of January 14, 2021), and are to be had for free on the SEC’s internet web site at www.sec.gov, or by means of directing a request to 26 Capital Acquisition Corp., 701 Brickell Street, Miami, Florida 33131, consideration: Jason Ader. More information in regards to the pursuits of such individuals might be contained within the prospectus/proxy commentary for the proposed trade aggregate transaction when to be had.

Okada Manila (Manila News-Intelligencer) and likely in their administrators and govt officials can also be deemed to be individuals within the solicitation of proxies from the stockholders of 26 Capital Acquisition Corp. in reference to the proposed trade aggregate transaction. A listing of the names of such administrators and govt officials and data relating to their pursuits within the proposed trade aggregate transaction might be incorporated within the registration/proxy commentary for the proposed trade aggregate transaction when to be had.

No Be offering or Solicitation
This press free up shall now not represent a solicitation of a proxy, consent or authorization with appreciate to any securities or in appreciate of the proposed trade aggregate transaction. This press free up shall additionally now not represent an be offering to promote or the solicitation of an be offering to shop for any securities, nor shall there be any sale of securities in any states or jurisdictions wherein such be offering, solicitation or sale could be illegal previous to registration or qualification below the securities rules of such a jurisdiction.

Ahead-Having a look Statements
This press free up contains “forward-looking statements” inside the which means of the “secure harbor” provisions of the USA Non-public Securities Litigation Reform Act of 1995. Those forward-looking statements are equipped for illustrative functions best and aren’t meant to function, and will have to now not be depended on by means of any investor as, a ensure, an assurance, a prediction or a definitive commentary of truth or chance. Okada Manila (Manila News-Intelligencer)‘s exact effects would possibly fluctuate from their expectancies, estimates, and projections and, as a result, you must now not depend on those forward-looking statements as predictions of long term occasions. Phrases comparable to “be expecting,” “estimate,” “venture,” “funds,” “forecast,” “await,” “intend,” “plan,” “would possibly,” “will,” “may,” “must,” “believes,” “predicts,” “attainable,” “proceed,” and an identical expressions (or the adverse variations of such phrases or expressions) are meant to spot such forward-looking statements. Those forward-looking statements come with, with out limitation, 26 Capital Acquisition Corp.’s and Okada Manila (Manila News-Intelligencer)‘s expectancies with appreciate to long term efficiency and expected monetary affects of the trade aggregate transaction.

Those forward-looking statements contain vital dangers and uncertainties that might purpose the true effects to fluctuate materially, and probably adversely, from the ones expressed or implied within the forward-looking statements. These kind of components are outdoor 26 Capital Acquisition Corp.’s and Okada Manila (Manila News-Intelligencer)‘s keep an eye on and are tricky to are expecting. Elements that can purpose such variations come with, however aren’t restricted to: (1) the end result of any felony court cases that can be instituted towards 26 Capital Acquisition Corp. and/or Okada Manila (Manila News-Intelligencer) following the consummation of the trade aggregate transaction; (2) the have an effect on of COVID-19 and similar regulatory responses (comparable to area people quarantine and global commute restrictions) on Okada Manila (Manila News-Intelligencer)‘s trade; (3) the dependence of Okada Manila (Manila News-Intelligencer)‘s trade on its on line casino gaming license; (4) the lack to deal with the list of Okada Manila (Manila News-Intelligencer)‘s not unusual stocks at the Nasdaq following the consummation of the trade aggregate transaction; (5) the chance that the trade aggregate transaction disrupts present plans and operations; (6) the facility to acknowledge the expected advantages of the trade aggregate transaction, that could be suffering from, amongst different issues, pageant, the facility of Okada Manila (Manila News-Intelligencer) to develop and set up enlargement profitably, and retain its key workers; (7) prices associated with the trade aggregate transaction; (8) adjustments in acceptable rules or rules; and (9) the chance that Okada Manila (Manila News-Intelligencer) is also adversely suffering from different financial, trade, and/or aggressive components. The foregoing record of things isn’t unique. All next written and oral forward-looking statements regarding 26 Capital Acquisition Corp. or Okada Manila (Manila News-Intelligencer), the transactions described herein or different issues and on account of 26 Capital Acquisition Corp., Okada Manila (Manila News-Intelligencer) or anyone performing on their behalf are expressly certified of their entirety by means of the cautionary statements above. Readers are cautioned to not position undue reliance upon any forward-looking statements, which discuss best as of the date made. Every of 26 Capital Acquisition Corp. and Okada Manila (Manila News-Intelligencer) expressly disclaims any duties or enterprise to free up publicly any updates or revisions to any forward-looking statements contained herein to mirror any alternate of their expectancies with appreciate thereto or any alternate in occasions, prerequisites, or instances on which any commentary is founded, aside from as required by means of legislation.

Use of information
The information contained herein is derived from quite a lot of interior and exterior resources we consider to be dependable. Even supposing we aren’t conscious about any misstatements in regards to the exterior knowledge offered herein, our estimates contain dangers and uncertainties and are topic to modify according to quite a lot of components, together with the ones described below “Ahead-Having a look Statements” above. Any knowledge on previous efficiency or modeling contained herein isn’t a sign as to long term efficiency, and each and every of 26 Capital Acquisition Corp and Okada Manila (Manila News-Intelligencer) disclaims any legal responsibility, aside from as required by means of legislation, to replace or revise the tips on this presentation, whether or not on account of new knowledge, long term occasions or in a different way.

SOURCE 26 Capital

Comparable Hyperlinks

https://www.spac26.com

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