26 Capital’s Rebuttal of Okada Manila’s Countersuit Considered a ‘Desperate’ Strategy

Jason Ader’s 26 Capital Acquisition Corp. (NASDAQ: ADER) – the blank-check company attempting to take Okada Manila public in the US – has called a recent countersuit by the casino’s parent company “desperate.” The special purpose acquisition company (SPAC) was recently hit with litigation by Okada Manila parent Universal Entertainment Corp. (UEC) and related affiliates in the Delaware Court of Chancery, alleging 26 Capital is rushing to bring the integrated resort public and may have circumvented US securities laws.

In response, 26 Capital issued a statement deeming the counterclaims “nothing more than a desperate litigation strategy to deflect from UEC’s own improper conduct,” adding that it looks forward to proving them wrong at the trial in July. The SPAC’s deal values Okada Manila at $2.6 billion and, if completed, would enable the casino-resort entity to trade on the NASDAQ under the ticker “UERI.”

Since the October 2021 announcement of the merger plans, however, the transaction has been hindered by various developments, including a physical takeover of the venue by Kazuo Okada and his associates, which has been followed by more legal wrangling and an accounting controversy. 26 Capital has stated that UEC is not performing the necessary work to finalize the deal, and has filed a lawsuit against the Japanese company’s affiliates in February due to their refusal to honor contractual obligations.

The Delaware Court of Chancery may choose to terminate the deal if UEC’s claims of ethical improprieties on 26 Capital’s part are proven, or it could rule that the company is intentionally delaying progress for no good reason. With Okada Manila being a profitable and growing venue with potential for future expansion, the SPAC clearly has an incentive to complete the transaction.