SEC asked to stop backdoor listing of Tiger Resort

MANILA, Philippines — The planned backdoor listing of Tiger Resort Asia Ltd. is being opposed by a shareholder of Asiabest Group International Inc. (ABG) who asked the Securities and Exchange Commission (SEC) to stop the tender offer and the implementation of the backdoor listing.

Echoing embattled Japanese casino king Kazuo Okada’s position, ABG shareholder Carnell Valdez said the SEC should stop Tiger’s plan because of its non-disclosure of legal proceedings involving ownership and control of Okada Holdings Ltd.

In his complaint filed by his lawyers Salvador Paolo Panelo Jr. and Kathleen Mativo of the Panelo Law Office on Dec. 5, with the SEC’s Market and Securities Regulation Department (MSRD), Valdez accused Tiger Resort of violating the implementing rules and regulations of the Securities Regulation Code (SRC Rules) for not disclosing in its tender offer report the case filed by Okada, and his daughter Hiromi Okada against Tiger.

Tiger Resort entered into a share purchase agreement with controlling shareholders of ABG with the intention of doing a backdoor listing of Okada Manila.

The move required Tiger Resort to conduct a tender offer for all remaining shares of ABG, which commenced on Nov. 12. The tender offer period will end on Dec. 12.

However, Valdez said SRC rules prohibit Tiger Resort from omitting material facts in its tender offer report, a disclosure required to be disseminated to ABG shareholders.

Valdez said the report did not include information on the legal proceedings initiated by Kazuo and Hiromi Okada. 

Okada and his daughter have initiated civil and criminal proceedings in Hong Kong to regain control of Okada Holdings and to secure criminal convictions for fraud and financial crimes for those responsible for his alleged illegal ouster as director and chairman of Okada Holdings, Universal Entertainment Corp, Tiger Resort and Okada Holdings in 2017.

Okada Holdings is the controlling shareholder of UEC, which in turn is the 100 percent owner of Tiger Resort.

Tiger Resort owns Tiger Resort Leisure & Entertainment Inc., the operator of Okada Manila.

Valdez argues that the omission of information regarding the case is wrong. Kazuo Okada had earlier declared that he is against the listing of Okada Manila.

Furthermore, Valdez claims that this is an omission of a material fact, which is prohibited by the SRC Rules, adding that this affects the stability and profitability outlook of ABG under the control of Tiger Resort.

“If the tender offer proceeds unrestrained, this may result in grave and irreparable damage to ABG, its shareholders and the investing public as the outcome of the Hong Kong legal proceedings may result in the nullification of the tender offer and backdoor listing,” Valdez claimed.

Valdez argues in the complaint that the legal proceedings in Hong Kong may disqualify Tiger Resort from listing with the Philippine Stock Exchange.