PR92345

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=KYODO JBN/ --

  -- Transaction values Okada Manila at an enterprise value of $2.6 billion

     and an equity value of $2.5 billion.

  -- Universal Entertainment, the parent company of Okada Manila, is rolling

     100% of its equity in the company. 26 Capital Acquisition Corp. to

     provide up to $275M of cash to the business.

  -- Okada Manila, located in Entertainment City, where the casino gaming

     market grew 24% annually from 2013-2019, is the largest integrated

     resort in the Philippines in terms of gross floor area and gaming floor

     area, and amongst the largest casinos in the world. Okada Manila is

     the only Japanese owned and operated integrated resort in the world.  

  -- Okada Manila is expected to have tremendous future growth by tapping

     into significant pent-up demand after the easing of travel and hospitality

     restrictions. This transaction allows the company to expand in the

     Philippines and look outside its current market to other growth markets.

  -- The 26 Capital Acquisition Corp. team is led by Jason Ader, who has an

     extensive track record in the gaming and hospitality industries, including

     with Las Vegas Sands Corp. – where he served as an independent director

     from 2009-2016 – IGT, The Stars Group and Playtech.

Tiger Resort, Leisure and Entertainment Inc., operating as Okada Manila, one of

the premier destination casino resorts in Asia and the largest integrated

resort in the Philippines, along with Miami-based publicly traded special

purpose acquisition company, 26 Capital Acquisition Corp. (NASDAQ: ADER),

announced today that they have entered into a merger agreement, which will

result in Okada Manila becoming a publicly traded company listed on Nasdaq. The

transaction implies an enterprise value for Okada Manila of $2.6 billion and is

anticipated to provide Okada Manila with up to $275 million in cash. Upon

closing of the transaction, the publicly traded company will have its common

stock listed on the Nasdaq through an American Depository Receipt program.

Logo - https://mma.prnewswire.com/media/1661166/26_Capital_Logo.jpg

Logo -  https://mma.prnewswire.com/media/1661167/Okada_Manila_Logo.jpg

The transaction includes significant strategic alignment as Jason Ader, head of

26 Capital Acquisition Corp., intends to leverage his renowned expertise in

gaming, gaming technology, lodging, entertainment, and internet commerce for

the benefit of Okada Manila. Having 26 Capital as a partner will allow Okada

Manila to leverage 26 Capital's expertise in those areas to help unlock value

and drive growth opportunities for the company.  

Okada Manila, the only Japanese owned and operated casino in the world, is the

largest (in terms of gross floor area and gaming floor area) and most luxurious

integrated resort in the Philippines and amongst the largest in the world.

Okada Manila resort sits on over 50 acres of prime waterfront real estate in

Entertainment City, Manila. The resort currently boasts nearly 35,000 square

meters of gaming space and has the capacity to operate 599 gaming tables and

4,263 electronic gaming machines. Upon full completion of construction in 2022,

Okada Manila will have licensed capacity to operate 974 gaming tables and 6,890

electronic gaming machines. When fully completed, Okada Manila will feature two

towers with 993 luxury hotel rooms, a retail boulevard with capacity for more

than 50 shops, Cove Manila night club and indoor beach club, more than 25

dining options, and one of the world's largest multicolor dancing and musical

fountains. The Okada Manila resort cost $3.3 billion to construct and began to

progressively open throughout 2019 following the completion of its first hotel

tower. In 2022, following full construction completion, the property will be

able to operate at full capacity for the first time.

Okada Manila has the leading gaming operating capacity in Entertainment City, a

market that grew by 24% annually between 2013 and 2019 and achieved gross

gaming revenue (GGR) in 2019 of over $3.3 billion. In addition to being a major

tourist destination and one of the fastest growing gaming markets in Asia, the

Philippines provides a very favorable environment for gaming businesses

relative to competing geographies due to competitive labor costs, no corporate

tax for gaming revenue, and gaming licenses that are coterminous with PAGCOR,

the local gaming regulator, with a franchise that is renewable indefinitely. In

addition to significant future growth expected from domestic and tourist gaming

visitors, Okada Manila will also benefit from the newly regulated online

domestic gaming market, the opportunity to potentially expand through

utilization of excess land in the Philippines, and potential participation in a

future integrated resort development in Japan.

Following the expected closing of the merger, Okada Manila will continue to be

led by President Byron Yip, CFO Hans Van Der Sande and its world class

leadership team. Universal Entertainment Corporation, Okada Manila's parent

company and the current owner of 100% of its equity, will retain all of its

current holdings in Okada Manila in the newly publicly traded company.

Commenting on today's announcement, Byron Yip said: "Okada Manila is at the

heart of the gaming and hospitality business in Asia. We are fortunate to

operate the most luxurious integrated resort in the Philippines, and excited to

realize the full potential of this state-of-the-art facility for gaming,

entertainment, and hospitality as a public company and in partnership with

Jason Ader of 26 Capital."

"Okada Manila is the future of the gaming market in Asia and poised for

tremendous growth," said Jason Ader Chairman of the Board of Directors and

Chief Executive Officer of 26 Capital Acquisition Corp. "With its beautiful new

facility, a desirable location in one of the fastest-growing gaming markets in

the world, and potential for industry-leading margins and cash flow conversion,

I believe the Okada Manila is an extremely compelling investment."

Jun Fujimoto, Chairman, President and Chief Executive Officer of Universal

Entertainment Corp. said: "Today marks an exciting milestone for Okada Manila

and for Universal Entertainment. Universal Entertainment has always taken great

pride as the owner and developer of Okada Manila, and we are extremely pleased

to partner with Jason Ader and 26 Capital to introduce Okada Manila to the

public markets. We look forward to continuing our strong support for the

business and to a path of immense growth ahead."

Transaction Overview

The business combination values Okada Manila at an enterprise value of $2.6

billion and at an equity value of $2.5billion. 26 Capital Acquisition Corp. is

anticipated to provide up to $275 million of cash held in 26 Capital's trust

account from its initial public offering in January 2021. Okada Manila intends

to use 26 Capital Acquisition Corp.'s available cash for growth opportunities

and general corporate purposes.

Universal Entertainment Corp. will roll 100% of its equity in the transaction

and is expected to own approximately 88% of the combined company at closing,

assuming no redemptions by shareholders of 26 Capital Acquisition Corp. This is

subject to dilution if further capital is raised as part of the transaction

prior to closing.

The Boards of Directors of both 26 Capital Acquisition Corp. and Okada Manila

have unanimously approved the proposed transaction. The transaction is expected

to close in the first half of 2022 and is subject to approval by 26 Capital

stockholders and other customary closing conditions.

Investor Conference Call Information

Okada Manila and 26 Capital Acquisition Corp. will host a joint investor

conference call to discuss the proposed transaction on Monday October 18, 2021,

at 8:30 a.m. EDT. Interested parties may listen to the webcast

(https://c212.net/c/link/?t=0&l=en&o=3324538-1&h=694124230&u=https%3A%2F%2Furldefense.proofpoint.com%2Fv2%2Furl%3Fu%3Dhttps-3A__viavid.webcasts.com_starthere.jsp-3Fei-3D1505466-26tp-5Fkey-3D8ff40a5e88%26d%3DDwMGaQ%26c%3DeuGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM%26r%3DHyEwRxK7HZtPThZXMtpbOw%26m%3D1qoo7GP64UEUHj6DsOYYB9SUoNsH3Qgsj1LMYDaC89M%26s%3DLpU_jckQRLJGCSO9tBL8hiLqdLXsayO4KRi1Kpf19Go%26e%3D&a=webcast) found on 26 Capital's IR website (https://c212.net/c/link/?t=0&l=en&o=3324538-1&h=4277665802&u=https%3A%2F%2Furldefense.proofpoint.com%2Fv2%2Furl%3Fu%3Dhttps-3A__spac26.com_%26d%3DDwMGaQ%26c%3DeuGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM%26r%3DHyEwRxK7HZtPThZXMtpbOw%26m%3D1qoo7GP64UEUHj6DsOYYB9SUoNsH3Qgsj1LMYDaC89M%26s%3Da64KjUyubkOs6wfZyTgXV7dT9WMrQLyWUJBT_vI_2c4%26e%3D&a=IR+website) or by dialing 1-877-407-0789 (US) or 1-201-689-8562 (international). In

addition, a recording of the call will be posted to 26 Capital's IR website at

https://www.spac26.com.

Additional information about the proposed business combination, including a

copy of the investor presentation, will be provided in a Current Report on Form

8-K to be filed by 26 Capital Acquisition Corp. with the SEC and available at

www.sec.gov. The investor presentation can also be found on 26 Capital

Acquisition Corp.'s website at https://www.spac26.com.

Advisors

Baker McKenzie Tokyo and Milbank LLP served as legal counsel for Universal

Entertainment Corporation and Okada Manila. Schulte Roth & Zabel served as

legal counsel for 26 Capital Acquisition Corp.

About Okada Manila

Okada Manila is the premier casino and integrated resort in Entertainment City,

Manila. Okada Manila is the largest integrated resort in the Philippines and

amongst the largest in the world. Located in one of the fastest-growing gaming

markets in Asia, Okada Manila sits on over 50 acres of land, and upon final

completion will have licensed capacity to operate 974 gaming tables and 6,890

electronic gaming machines and have nearly 1,000 luxury hotel rooms.

About Universal Entertainment Corp.

Universal Entertainment (TSE: 6425) is a key player in the Asian integrated

resorts business through its ownership of the Okada Manila hotel and casino.

Universal is also a leading manufacturer of gaming machines in Japan where it

designs, produces and distributes Pachinko and Pachislot machines.

About 26 Capital Acquisition Corp.

26 Capital Acquisition Corp. (NASDAQ: ADER) is a Nasdaq-listed blank check

company formed for the purpose of creating stockholder value by identifying an

acquisition target with significant growth opportunities that the 26 Capital

team can enhance by utilizing its experience and track record of creating and

unlocking value, with particular focus in gaming, gaming technology, lodging,

and entertainment. 26 Capital is led by Jason Ader of SpringOwl Asset

Management. Mr. Ader has over 26 years of experience as an institutional

investor, asset manager, and research analyst, with particular expertise in the

gaming and hospitality industries. SpringOwl Asset Management has raised more

than $1 billion in capital since it was founded in 2013.

Participants in the Solicitation

26 Capital Acquisition Corp. and certain of its directors and executive

officers may be deemed participants in the solicitation of proxies from 26

Capital Acquisition Corp.'s stockholders with respect to the proposed business

combination transaction. A list of the names of those directors and executive

officers and a description of their interests in 26 Capital Acquisition Corp.

is set forth in 26 Capital Acquisition Corp.'s filings with the SEC (including

26 Capital Acquisition Corp.'s final prospectus related to its initial public

offering (File No. 333-251682) dated as of January 14, 2021), and are available

free of charge at the SEC's web site at www.sec.gov, or by directing a request

to 26 Capital Acquisition Corp., 701 Brickell Avenue, Miami, Florida 33131,

attention: Jason Ader. Additional information regarding the interests of such

participants will be contained in the prospectus/proxy statement for the

proposed business combination transaction when available.

Okada Manila and certain of their directors and executive officers may also be

deemed to be participants in the solicitation of proxies from the stockholders

of 26 Capital Acquisition Corp. in connection with the proposed business

combination transaction. A list of the names of such directors and executive

officers and information regarding their interests in the proposed business

combination transaction will be included in the registration/proxy statement

for the proposed business combination transaction when available.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent or

authorization with respect to any securities or in respect of the proposed

business combination transaction. This press release shall also not constitute

an offer to sell or the solicitation of an offer to buy any securities, nor

shall there be any sale of securities in any states or jurisdictions in which

such offer, solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of

the "safe harbor" provisions of the United States Private Securities Litigation

Reform Act of 1995. These forward-looking statements are provided for

illustrative purposes only and are not intended to serve as, and must not be

relied on by any investor as, a guarantee, an assurance, a prediction or a

definitive statement of fact or probability. Okada Manila's actual results may

differ from their expectations, estimates, and projections and, consequently,

you should not rely on these forward-looking statements as predictions of

future events. Words such as "expect," "estimate," "project," "budget,"

"forecast," "anticipate," "intend," "plan," "may," "will," "could," "should,"

"believes," "predicts," "potential," "continue," and similar expressions (or

the negative versions of such words or expressions) are intended to identify

such forward-looking statements. These forward-looking statements include,

without limitation, 26 Capital Acquisition Corp.'s and Okada Manila's

expectations with respect to future performance and anticipated financial

impacts of the business combination transaction.

These forward-looking statements involve significant risks and uncertainties

that could cause the actual results to differ materially, and potentially

adversely, from those expressed or implied in the forward-looking statements.

Most of these factors are outside 26 Capital Acquisition Corp.'s and Okada

Manila's control and are difficult to predict. Factors that may cause such

differences include, but are not limited to: (1) the outcome of any legal

proceedings that may be instituted against 26 Capital Acquisition Corp. and/or

Okada Manila following the consummation of the business combination

transaction; (2) the impact of COVID-19 and related regulatory responses (such

as local community quarantine and international travel restrictions) on Okada

Manila's business; (3) the dependence of Okada Manila's business on its casino

gaming license; (4) the inability to maintain the listing of Okada Manila's

common shares on the Nasdaq following the consummation of the business

combination transaction; (5) the risk that the business combination transaction

disrupts current plans and operations; (6) the ability to recognize the

anticipated benefits of the business combination transaction, which may be

affected by, among other things, competition, the ability of Okada Manila to

grow and manage growth profitably, and retain its key employees; (7) costs

related to the business combination transaction; (8) changes in applicable laws

or regulations; and (9) the possibility that Okada Manila may be adversely

affected by other economic, business, and/or competitive factors. The foregoing

list of factors is not exclusive. All subsequent written and oral

forward-looking statements concerning 26 Capital Acquisition Corp. or Okada

Manila, the transactions described herein or other matters and attributable to

26 Capital Acquisition Corp., Okada Manila or any person acting on their behalf

are expressly qualified in their entirety by the cautionary statements above.

Readers are cautioned not to place undue reliance upon any forward-looking

statements, which speak only as of the date made. Each of 26 Capital

Acquisition Corp. and Okada Manila expressly disclaims any obligations or

undertaking to release publicly any updates or revisions to any forward-looking

statements contained herein to reflect any change in their expectations with

respect thereto or any change in events, conditions, or circumstances on which

any statement is based, except as required by law.

Use of data

The data contained herein is derived from various internal and external sources

we believe to be reliable. Although we are not aware of any misstatements

regarding the external data presented herein, our estimates involve risks and

uncertainties and are subject to change based on various factors, including

those described under "Forward-Looking Statements" above. Any data on past

performance or modeling contained herein is not an indication as to future

performance, and each of 26 Capital Acquisition Corp and Okada Manila disclaims

any obligation, except as required by law, to update or revise the information

in this presentation, whether as a result of new information, future events or

otherwise.

Source - 26 Capital

CONTACT: Media Contacts: Robert Ford, 5W Public Relations, (646) 430-5164,

rford@5wpr.com; Laura Tyther, 5W Public Relations, (332) 237-6222,

ltyther@5wpr.com; Investor Relations Contact: OkadaIR@icrinc.com