Posted on: June 9, 2022, 12:11h. 

Last updated on: June 9, 2022, 06:27h.

Jason Ader of SpringOwl Asset Management has been caught in the middle of a hostile takeover of Okada Manila, the $2.6 billion integrated casino resort that his special purpose acquisition company (SPAC) 26 Capital is to merge with soon.

Jason Ader Okada Manila SPAC Philippines casino
SpringOwl Asset Management’s Jason Ader. Though the management and corporate governance of Okada Manila remains in a state of flux, Ader is confident that his newly formed SPAC entity 26 Capital and the Philippines casino are still on a path to merging. (Image: SpringOwl Asset Management)

26 Capital is providing Okada Manila with up to $275 million in cash to join forces. Universal Entertainment Corporation, a Japanese publicly traded gaming manufacturing and casino firm on the Tokyo Stock Exchange, fully owns Tiger Resort, Leisure & Entertainment Inc. (TRLEI). TRLEI operates Okada Manila.

If the SPAC agreement goes through — its execution dependent on Universal shareholder approval — Ader says investors will be able to purchase shares in the Manila casino by way of the Nasdaq.

Okada Manila is one of four commercial gaming resorts in the Philippines capital’s Entertainment City. The casino features over 3,000 slot machines and 500 table games. The resort complex sits on more than 100 acres.

Management Chaos

Last week, a group led by Japanese billionaire Kazuo Okada, the 79-year-old who made his fortune by manufacturing pachinko games and founded Universal, TRLEI, and his namesake Okada Manila property, stormed the casino in what became a hostile takeover of its management and operations. Okada says he was forced out of Universal/TRLEI in 2017 after the board, which included his son Takako Okada, accused him of stealing money from the company.

The Kazuo group reasoned that a “Status Quo Ante Order” issued in April by the Philippines Supreme Court justified its resumption of control. The order allowed TRLEI to restore its board composition to its 2017 structure. TRLEI officials were forcibly removed from their corporate offices, and Kazuo has since claimed governance over Okada Manila.

Ader says Kazuo’s actions were illegal. But the raid will not impede 26 Capital and Okada Manila from moving towards a Nasdaq offering, he says.

We definitely plan to move forward with Okada Manila and Universal and merge and list on the Nasdaq,” Ader told Inside Asian Gaming. “My reaction [to the takeover] is that it’s totally illegal, and I believe Universal will be back in control of the property soon.”

Ader added that the disorder is not over ownership. The former gaming analyst turned investor said Universal owns Okada Manila, and Universal’s largest shareholder is Takako Okada, who “is totally against his father’s actions.”

Ader Unfazed

Ader said the Kazuo Okada offensive overshadows what would otherwise be a momentous event for the Filipino people.

“The listing of this company will create the largest publicly traded Philippine company on Nasdaq,” Ader explained. “This is a gigantic event for the Philippines. We’re not going to let Kazuo Okada try and disrupt it.”

Ader’s 26 Capital blank-check deal values the Okada Manila business at $2.6 billion. Okada Manila stock will trade on the Nasdaq under the ticket “UERI,” for Universal Entertainment Resorts International, if the SPAC merger is completed.

Though Ader believes Kazuo has no rightful ownership claim to Okada Manila, the billionaire disagrees. In a statement issued today, June 9, the Kazuo group claims its actions were warranted.

“Bottom line, there was nothing illegal,” a release from the TRLEI official website on Okada Manila letterhead read. “Resort to force was reasonable and minimal.

“Okada Manila, under the able leadership of Mr. Kazuo Okada, whom employees fondly call ‘Daddy O,’ is poised to seize the opportunity for business growth,” the Kazuo release concluded.