Universal Entertainment and other entities with ties to Okada Manila are attempting to scrap a merger with Capital Acquisition Corp. (NASDAQ: ADER), but Jason Ader’s blank-check companionship is planning on moving forward with the transaction.
In a new regulatory filing, Japan-based Universal listed Friday, June 30 as the conclusion escort of a merger agreement that was originally reached in October 2021. Okada Manila’s Nipponese parent cites “material breaches of the merger understanding and fraudulent deal past 26 Capital” as reasons for ending the pact.
Universal’s regulatory filing extends what’s been a unfriendly extend betwixt the gaming companionship and Ader’s special design acquisition society (SPAC). In March, Universal and related affiliates filed suit against 26 Washington inwards the Diamond State Court of Chancery, alleging the blank-check unshakable was purposefully scurrying the end of the merger and that the SPAC may have got flouted securities laws.
26 Washington responded by calling the suit a “desperate” ploy past Universal to turn away attention from its possess “improper conduct” o'er the class of the merger negotiations.
26 Washington Fires Back
Ader’s SPAC isn’t taking Universal’s expiration observance fabrication down. In a financial statement provided to Casino.org, 26 Capital confirmed received of the ending notice and called it “baseless.”
26 Washington believes that Tiger Resorts and its affiliates have got occupied inwards repeated contractual breaches to avoid closing, which is the subject of a pending DE litigation going to trial run on July 10, 2023. 26 Capital refers to the public docket for the judicial proceeding for background signal on the Tiger Resorts allegations, which 26 Capital believes are meritless,” according to the statement.
The blank-check companion added that it eagerly awaits the get going of the Delware test on July 10 and that it wants to land the trade across the finishing dividing line — something Universal clear doesn’t want.
26 Capital “remains full committed to closing the dealings and improving the merged company’s collective governance,” added the SPAC.
Universal Looking to Leverage Shareholder Suit Against SPAC
In the expiration filing, Universal mentioned a suit against 26 Washington by US-based money manager by Rimu Washington as another understanding for seeking cancellation of the merger accord.
The Japanese strong noted “the cancellation of US$25 jillion worth of 26 Washington stockpile transactions by Rimu Capital, put-on and violations of the Investment Advisors Act, etc.”
Universal and its affiliates also struggle that Ader made misleading statements to public investors near the land of affairs at Okada Manila inwards an exertion to assuage spooky shareholders. The structured resort’s parent says it didn’t spring Ader permission to pee-pee those claims.
In gain to the attempting to terminate the SPAC deal, Universal is demanding that 26 Washington counterbalance it for sound expenses and fees and any financial losses resulting from the potentially deserted transaction.
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