Universal Entertainment, the parent company of the Okada Casino Resort in Manila, may have been involved in some questionable activities, possibly to please Philippine authorities. These activities are closely related to bribery.
The text is based on the contents of a pre-trial briefing as part of an ongoing legal dispute between the Japanese company and 26 Capital (NASDAQ: ADER ). 26 Capital, a special purpose acquisition company (SPAC) controlled by Jason Ader, is attempting a reverse merger with Okada Manila.
The defendants also appeared to be involved in suspicious activity in an attempt to regain control of the casinos by securing government assistance, according to legal documents. A senior executive of the company allegedly carried “heavy luggage” for a meeting with Philippine House of Representatives Speaker Martin Romualz, in violation of ordinary rules and course contracts.
The alleged actions apparently stemmed from a “coup” in May 2022, when Japanese gambling tycoon Kazuo Okada and some associates effectively took control of Okada Manila. They actually violated part of the merger agreement with 26 Capital. Last year, the Philippine Supreme Court ordered Universal Pictures’ Tiger Resort, Leisure & Entertainment, Inc. (TRLEI) to reconstitute its board and revert to its full 2017 lineup, which includes a seat for Okada.
The pre-trial briefing included emails obtained by the SPAC that suggested Universal executives may have attempted to commit corruption offenses in the Philippines.
In July 2022, Global Chief Financial Officer Asano Kenshi sent an email to board member Hajime Tokuda showing that Mr. Sato would leave for the Philippines the next day with heavy luggage. It is speculated that Mr. Sato was referring to Nobuki Sato. In an email reply, Tokuda said he would meet with Martin Romualdez when the luggage “arrived safely.”
26 Capital also claimed that Hans Van Der Sande, the operating company’s chief financial officer, received instant updates about the situation via a confidential Hotmail account.
According to the brief, “Following the success of the ‘Philippine lobby’ (according to the defendants) in August 2022, Van der Sander was tasked with annulment of the deal. The deal could trigger management reforms, potential investigations, and U.S. regulatory scrutiny.”
Earlier this month, Universal and its subsidiaries attempted to cancel the merger with the SPAC, accusing “26 Capital of serious breaches of agreement and engaging in fraudulent conduct,” while Ader made some misleading statements about the integrated resort.
Rumor has it that after Okada staged a coup and took control of his eponymous casino-hotel, Universal took a more direct approach to interacting with Philippine authorities, one of which was through “items” known as “heavy luggage.”
These buzzwords were used directly in highly classified internal emails, discussed only at the highest levels of the UEC, as described in legal documents. In the three days since the “item” was delivered, Tokuda, director of the parent and operating company, who is also Mr. Van Der Sande’s closest ally in the parent company, met directly with House Speaker Martin Romualdez.
During this time, 26 Capital worked to complete the merger. Last September, the Philippine Department of Justice and the Philippine Gaming Corporation expressed their opinion to Okada. Armed military personnel and police regained control of Okada Manila later that month.
Van der Sander and Okada Manila President Byron Yeh then relaunched efforts to repair the ruptured merger. They are trying to persuade Universal’s board members to vote against the merger, taking advantage of the coup and the broader loophole in the SPAC (special purpose acquisition company) space.
In October 2021, 26 Capital and Okada Manila announced plans to merge, under which the gaming entity is valued at $2.6 billion.