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26 CAPITAL ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENT AND SPECIAL MEETING
TO APPROVE BUSINESS COMBINATION WITH UE RESORTS INTERNATIONAL
--------------------------------------------------------------------------------
News provided by
26 Capital
Jun 03, 2022, 09:00 ET
SHARE THIS ARTICLE
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--------------------------------------------------------------------------------
MIAMI, June 3, 2022 /PRNewswire/ -- 26 Capital Acquisition Corp. ("26 Capital")
(NASDAQ: ADER), today announced that the registration statement on Form F-4 (the
"Registration Statement") filed by UE Resorts International, Inc. ("UERI") in
connection with the previously announced proposed business combination (the
"Business Combination") of 26 Capital with UERI, the holding company of Okada
Manila, one of the premier casino resorts in Asia and the largest integrated
resort in the Philippines, has been declared effective by the U.S. Securities
and Exchange Commission ("SEC"). The Registration Statement provides important
information about 26 Capital, UERI, and the Business Combination.
26 Capital also announced a record date of June 3, 2022 (the "Record Date") and
a meeting date of June 28, 2022, for the special meeting of its stockholders
(the "Special Meeting") to approve the Business Combination. If the proposals at
the Special Meeting are approved, the parties anticipate that the Business
Combination will close shortly thereafter, subject to the satisfaction of all
other closing conditions.
Upon closing, the combined company is expected to be listed on Nasdaq with its
common shares and warrants trading under the new ticker symbols "UERI" and
"UERIW", respectively.
The Special Meeting will be held on June 28, 2022, at a time to be determined.
Additionally, it will be available via live webcast and participants have the
option to listen to the Special Meeting by dialing-in. The webcast link and
dial-in number will be forthcoming.
26 Capital recommends all stockholders vote in advance of the Special Meeting by
telephone, via the Internet or by signing, dating, and returning the proxy card
upon receipt.
Your vote for all proposals is important, no matter how many or how few shares
you own. If you have any questions or need assistance voting, please contact
D.F. King & Co., Inc., 26 Capital's proxy solicitor, by calling (866) 342-4883
(shareholders) or (212) 269-5550 (banks and brokers), or by emailing
ADER@dfking.com.
About 26 Capital Acquisition Corp.
26 Capital Acquisition Corp. (NASDAQ: ADER) is a Nasdaq-listed blank check
company formed for the purpose of creating stockholder value by identifying an
acquisition target with significant growth opportunities that the 26 Capital
team can enhance by utilizing its experience and track record of creating and
unlocking value, with particular focus in gaming, gaming technology, lodging,
and entertainment. 26 Capital is led by Jason Ader of SpringOwl Asset
Management. Mr. Ader has over 26 years of experience as an institutional
investor, asset manager, and research analyst, with particular expertise in the
gaming and hospitality industries. SpringOwl Asset Management has raised more
than $1 billion in capital since it was founded in 2013.
About UE Resorts International, Inc.
UE Resorts International, Inc. is the holding company of Okada Manila, the
premier casino and integrated resort in Entertainment City, Manila. Okada Manila
is the largest integrated resort in the Philippines and amongst the largest in
the world. Located in one of the fastest-growing gaming markets in Asia, Okada
Manila sits on over 50 acres of land, and upon final completion will have
licensed capacity to operate 974 gaming tables and 6,890 electronic gaming
machines and have 993 luxury hotel rooms.
Participants in the Solicitation
26 Capital Acquisition Corp. and certain of its directors and executive officers
may be deemed participants in the solicitation of proxies from 26 Capital
Acquisition Corp.'s stockholders with respect to the proposed business
combination transaction. A list of the names of those directors and executive
officers and a description of their interests in 26 Capital Acquisition Corp. is
set forth in 26 Capital Acquisition Corp.'s filings with the SEC (including 26
Capital Acquisition Corp.'s final prospectus related to its initial public
offering (File No. 333-251682) dated as of January 14, 2021), and are available
free of charge at the SEC's web site at www.sec.gov, or by directing a request
to 26 Capital Acquisition Corp., 701 Brickell Avenue, Miami, Florida 33131,
attention: Jason Ader. Additional information regarding the interests of such
participants will be contained in the prospectus/proxy statement for the
proposed business combination transaction when available.
Okada Manila and certain of their directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the stockholders
of 26 Capital Acquisition Corp. in connection with the proposed business
combination transaction. A list of the names of such directors and executive
officers and information regarding their interests in the proposed business
combination transaction will be included in the registration/proxy statement for
the proposed business combination transaction when available
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the proposed
business combination transaction. This press release shall also not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of
the "safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Okada Manila's actual results may
differ from their expectations, estimates, and projections and, consequently,
you should not rely on these forward-looking statements as predictions of future
events. Words such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should," "believes,"
"predicts," "potential," "continue," and similar expressions (or the negative
versions of such words or expressions) are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, 26 Capital Acquisition Corp.'s and Okada Manila's expectations with
respect to future performance and anticipated financial impacts of the business
combination transaction.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially, and potentially
adversely, from those expressed or implied in the forward-looking statements.
Most of these factors are outside 26 Capital Acquisition Corp.'s and Okada
Manila's control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the outcome of any legal
proceedings that may be instituted against 26 Capital Acquisition Corp. and/or
Okada Manila following the consummation of the business combination transaction;
(2) the impact of COVID-19 and related regulatory responses (such as local
community quarantine and international travel restrictions) on Okada Manila's
business; (3) the dependence of Okada Manila's business on its casino gaming
license; (4) the inability to maintain the listing of Okada Manila's common
shares on the Nasdaq following the consummation of the business combination
transaction; (5) the risk that the business combination transaction disrupts
current plans and operations; (6) the ability to recognize the anticipated
benefits of the business combination transaction, which may be affected by,
among other things, competition, the ability of Okada Manila to grow and manage
growth profitably, and retain its key employees; (7) costs related to the
business combination transaction; (8) changes in applicable laws or regulations;
(9) the possibility that Okada Manila may be adversely affected by other
economic, business, and/or competitive factors; and (10) any plans to expand
operations outside of the Philippines. The foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking statements concerning
26 Capital Acquisition Corp. or Okada Manila, the transactions described herein
or other matters and attributable to 26 Capital Acquisition Corp., Okada Manila
or any person acting on their behalf are expressly qualified in their entirety
by the cautionary statements above. Readers are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as of the date
made. Each of 26 Capital Acquisition Corp. and Okada Manila expressly disclaims
any obligations or undertaking to release publicly any updates or revisions to
any forward-looking statements contained herein to reflect any change in their
expectations with respect thereto or any change in events, conditions, or
circumstances on which any statement is based, except as required by law.
SOURCE 26 Capital
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