SEC orders Tiger Resort to include Okada case in tender offer report
THE SECURITIES and Exchange Commission (SEC) ordered Tiger Resort Asia Limited (TRAL) to file an amended tender offer report disclosing its pending case with Japanese gaming tycoon Kazuo Okada, in a bid to protect the minority shareholders of Asiabest Group International, Inc. (ABG).
In a decision penned Dec. 11, the SEC’s Markets and Securities Regulation Department (MSRD) ruled that the civil and criminal cases against the directors and officers of Universal Entertainment Corp. (UEC) and Okada Holdings Limited (OHL) in Hong Kong are factual information that must be included in TRAL’s tender offer report.
“By amending the tender offer report to include the factual information regarding conflict that lead to the eventual filing of criminal and civil cases in Hong Kong, shareholders of ABG and the investing public would be able to arrive at an intelligent investment decision on whether to invest, sell, or remain with the company,” according to the SEC decision.
“Thus, prevent any grave and irreparable damage to the shareholders of ABG and the investing public, if any.”
The MSRD also ordered TRAL to immediately publish the amended tender offer report in two newspapers of general circulation.
The decision was a reply to ABG minority shareholder Carnell S. Valdez’s complaint filed last Dec. 7, asking the MSRD to issue a cease and desist order against TRAL’s tender offer in relation with its planned backdoor listing through ABG.
While the MSRD denied Mr. Valdez’s application of the issuance of a cease and desist order, it order TRAL to extend the tender offer period for 10 business days following the publication of the amended tender offer report. The offering was initially supposed to end on Dec. 12.
Mr. Valdez’s party said that delaying the tender offer could prevent damage and fraud to ABG shareholders as well as the investing public.
“We welcome the SEC’s order directing Tiger Resort to delay the tender offer until after a full disclosure is made of the circumstances surrounding, and status of, the legal proceedings initiated by Kazuo Okada and his daughter to regain control of Okada Holdings and its subsidiaries,” Salvador Paolo Panelo, Jr., Mr. Valdez’s counsel for the complaint, said in a statement.
To recall, Mr. Okada claims that he is the rightful owner of controlling equity in OHL and UEC — the beneficial owners of TRAL, which in turn fully owns Tiger Resorts Leisure and Entertainment, Inc. (TRLEI).
TRLEI operates under the name Okada Manila, the newest integrated resort and casino in Entertainment City in Parañaque.
Mr. Okada is currently seeking the nullification of his removal as shareholder and director at a regional trial court in Parañaque, claiming it was illegally done. He further said that he opposes TRAL’s planned backdoor listing, and plans to nullify the decision should he regain his position in the company.