Okada Manila, Owner of The Leading Integrated Gaming Resort in the Philippines, and 26 Capital Acquisition Corp. (NASDAQ: ADER), Announce Plans to Merge, Resulting in Okada Manila Becoming a Publicly Traded Company

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MANILA, Philippines and MIAMI and TOKYO, Oct. 15, 2021 /PRNewswire/ — Tiger Lodge, Recreational and Leisure Inc., running as Okada Manila, one of the most premier vacation spot on line casino hotels in Asia and the biggest built-in hotel in the Philippines, along side Miami-based publicly traded particular goal acquisition corporate, 26 Capital Acquisition Corp. (NASDAQ: ADER), introduced these days that they have got entered right into a merger settlement, which is able to lead to Okada Manila turning into a publicly traded corporate indexed on Nasdaq. The transaction implies an endeavor price for Okada Manila of $2.6 billion and is expected to offer Okada Manila with as much as $275 million in money. Upon ultimate of the transaction, the publicly traded corporate may have its commonplace inventory indexed at the Nasdaq via an American Depository Receipt program.

26 Capital

The transaction contains important strategic alignment as Jason Ader, head of 26 Capital Acquisition Corp., intends to leverage his famend experience in gaming, gaming era, accommodation, leisure, and web trade for the advantage of Okada Manila. Having 26 Capital as a spouse will permit Okada Manila to leverage 26 Capital’s experience in the ones spaces to lend a hand unencumber price and power expansion alternatives for the corporate.

Okada Manila, the one Eastern owned and operated on line casino on this planet, is the biggest (with regards to gross flooring house and gaming flooring house) and most magnificent built-in hotel in the Philippines and among the biggest on this planet.

Okada Manila hotel sits on over 50 acres of top waterfront actual property in Leisure Town, Manila. The hotel lately boasts just about 35,000 sq. meters of gaming house and has the capability to function 599 gaming tables and four,263 digital gaming machines. Upon complete final touch of development in 2022, Okada Manila may have approved capability to function 974 gaming tables and six,890 digital gaming machines. When totally finished, Okada Manila will characteristic two towers with 993 luxurious lodge rooms, a retail street with capability for greater than 50 stores, Cove Manila night time membership and indoor seashore membership, greater than 25 eating choices, and one of the most global’s biggest multicolor dancing and musical fountains. The Okada Manila hotel price $3.3 billion to build and started to step by step open all over 2019 following the final touch of its first lodge tower. In 2022, following complete development final touch, the valuables will have the ability to function at complete capability for the primary time.

Okada Manila has the main gaming running capability in Leisure Town, a marketplace that grew via 24% once a year between 2013 and 2019 and accomplished gross gaming income (GGR) in 2019 of over $3.3 billion. Along with being a significant vacationer vacation spot and one of the most quickest rising gaming markets in Asia, the Philippines supplies an overly favorable atmosphere for gaming companies relative to competing geographies because of aggressive exertions prices, no company tax for gaming income, and gaming licenses which can be coterminous with PAGCOR, the native gaming regulator, with a franchise this is renewable indefinitely. Along with important long run expansion anticipated from home and vacationer gaming guests, Okada Manila can even take pleasure in the newly regulated on-line home gaming marketplace, the chance to doubtlessly enlarge via usage of extra land in the Philippines, and possible participation in a long run built-in hotel building in Japan.

Following the anticipated ultimate of the merger, Okada Manila will proceed to be led via President Byron Yip, CFO Hans Van Der Sande and its global magnificence management group. Common Leisure Company, Okada Manila‘s mum or dad corporate and the present proprietor of 100% of its fairness, will retain all of its present holdings in Okada Manila within the newly publicly traded corporate.

Commenting on these days’s announcement, Byron Yip mentioned: “Okada Manila is on the middle of the gaming and hospitality industry in Asia. We’re lucky to function probably the most sumptuous built-in hotel in the Philippines, and excited to understand the whole possible of this cutting-edge facility for gaming, leisure, and hospitality as a public corporate and in partnership with Jason Ader of 26 Capital.”

“Okada Manila is the way forward for the gaming marketplace in Asia and poised for super expansion,” mentioned Jason Ader Chairman of the Board of Administrators and Leader Government Officer of 26 Capital Acquisition Corp. “With its gorgeous new facility, a fascinating location in one of the most fastest-growing gaming markets on this planet, and possible for industry-leading margins and money go with the flow conversion, I imagine the Okada Manila is a particularly compelling funding.”

Jun Fujimoto, Chairman, President and Leader Government Officer of Common Leisure Corp. mentioned: “Lately marks an exhilarating milestone for Okada Manila and for Common Leisure. Common Leisure has at all times taken nice pleasure as the landlord and developer of Okada Manila, and we’re extraordinarily happy to spouse with Jason Ader and 26 Capital to introduce Okada Manila to the general public markets. We look ahead to proceeding our robust strengthen for the industry and to a trail of immense expansion forward.”

Transaction Evaluate
The industry mixture values Okada Manila at an endeavor price of $2.6 billion and at an fairness price of $2.5billion. 26 Capital Acquisition Corp. is expected to offer as much as $275 million of money held in 26 Capital’s agree with account from its preliminary public providing in January 2021. Okada Manila intends to make use of 26 Capital Acquisition Corp.’s to be had money for expansion alternatives and normal company functions.

Common Leisure Corp. will roll 100% of its fairness within the transaction and is predicted to possess roughly 88% of the mixed corporate at ultimate, assuming no redemptions via shareholders of 26 Capital Acquisition Corp. That is matter to dilution if additional capital is raised as a part of the transaction previous to ultimate.

The Forums of Administrators of each 26 Capital Acquisition Corp. and Okada Manila have unanimously licensed the proposed transaction. The transaction is predicted to near within the first part of 2022 and is matter to approval via 26 Capital stockholders and different normal ultimate prerequisites.

Investor Convention Name Data
Okada Manila and 26 Capital Acquisition Corp. will host a joint investor convention name to talk about the proposed transaction on Monday October 18, 2021, at 8:30 a.m. EDT. events would possibly concentrate to the webcast discovered on 26 Capital’s IR website or via dialing 1-877-407-0789 (US) or 1-201-689-8562 (world). As well as, a recording of the decision can be posted to 26 Capital’s IR web site at https://www.spac26.com.

Further details about the proposed industry mixture, together with a replica of the investor presentation, can be equipped in a Present Document on Shape 8-Okay to be filed via 26 Capital Acquisition Corp. with the SEC and to be had at www.sec.gov. The investor presentation will also be discovered on 26 Capital Acquisition Corp.’s web site at https://www.spac26.com.

Advisors
Baker McKenzie Tokyo and Milbank LLP served as felony suggest for Common Leisure Company and Okada Manila. Schulte Roth & Zabel served as felony suggest for 26 Capital Acquisition Corp.

About Okada Manila
Okada Manila is the premier on line casino and built-in hotel in Leisure Town, Manila. Okada Manila is the biggest built-in hotel in the Philippines and among the biggest on this planet. Positioned in one of the most fastest-growing gaming markets in Asia, Okada Manila sits on over 50 acres of land, and upon ultimate final touch may have approved capability to function 974 gaming tables and six,890 digital gaming machines and feature just about 1,000 luxurious lodge rooms.

About Common Leisure Corp.
Common Leisure (TSE: 6425) is a key participant within the Asian built-in hotels industry via its possession of the Okada Manila lodge and on line casino. Common could also be a number one producer of gaming machines in Japan the place it designs, produces and distributes Pachinko and Pachislot machines.

About 26 Capital Acquisition Corp.
26 Capital Acquisition Corp. (NASDAQ: ADER) is a Nasdaq-listed clean test corporate shaped for the aim of constructing stockholder price via figuring out an acquisition goal with important expansion alternatives that the 26 Capital group can make stronger by using its revel in and observe document of constructing and unlocking price, with specific center of attention in gaming, gaming era, accommodation, and leisure. 26 Capital is led via Jason Ader of SpringOwl Asset Control. Mr. Ader has over 26 years of revel in as an institutional investor, asset supervisor, and analysis analyst, with specific experience within the gaming and hospitality industries. SpringOwl Asset Control has raised greater than $1 billion in capital because it was once based in 2013.

Contributors within the Solicitation
26 Capital Acquisition Corp. and sure of its administrators and govt officials could also be deemed contributors within the solicitation of proxies from 26 Capital Acquisition Corp.’s stockholders with recognize to the proposed industry mixture transaction. A listing of the names of the ones administrators and govt officials and an outline in their pursuits in 26 Capital Acquisition Corp. is about forth in 26 Capital Acquisition Corp.’s filings with the SEC (together with 26 Capital Acquisition Corp.’s ultimate prospectus associated with its preliminary public providing (Document No. 333-251682) dated as of January 14, 2021), and are to be had totally free on the SEC’s internet website online at www.sec.gov, or via directing a request to 26 Capital Acquisition Corp., 701 Brickell Road, Miami, Florida 33131, consideration: Jason Ader. Additional info in regards to the pursuits of such contributors can be contained within the prospectus/proxy observation for the proposed industry mixture transaction when to be had.

Okada Manila and sure in their administrators and govt officials can also be deemed to be contributors within the solicitation of proxies from the stockholders of 26 Capital Acquisition Corp. in reference to the proposed industry mixture transaction. A listing of the names of such administrators and govt officials and data relating to their pursuits within the proposed industry mixture transaction can be incorporated within the registration/proxy observation for the proposed industry mixture transaction when to be had.

No Be offering or Solicitation
This press free up shall now not represent a solicitation of a proxy, consent or authorization with recognize to any securities or in recognize of the proposed industry mixture transaction. This press free up shall additionally now not represent an be offering to promote or the solicitation of an be offering to shop for any securities, nor shall there be any sale of securities in any states or jurisdictions during which such be offering, solicitation or sale could be illegal previous to registration or qualification underneath the securities rules of such a jurisdiction.

Ahead-Taking a look Statements
This press free up contains “forward-looking statements” throughout the which means of the “secure harbor” provisions of the USA Personal Securities Litigation Reform Act of 1995. Those forward-looking statements are equipped for illustrative functions most effective and aren’t supposed to function, and should now not be trusted via any investor as, a ensure, an assurance, a prediction or a definitive observation of reality or likelihood. Okada Manila‘s exact effects would possibly fluctuate from their expectancies, estimates, and projections and, because of this, you will have to now not depend on those forward-looking statements as predictions of long run occasions. Phrases akin to “be expecting,” “estimate,” “undertaking,” “finances,” “forecast,” “look forward to,” “intend,” “plan,” “would possibly,” “will,” “may just,” “will have to,” “believes,” “predicts,” “possible,” “proceed,” and equivalent expressions (or the destructive variations of such phrases or expressions) are supposed to spot such forward-looking statements. Those forward-looking statements come with, with out limitation, 26 Capital Acquisition Corp.’s and Okada Manila‘s expectancies with recognize to long run efficiency and expected monetary affects of the industry mixture transaction.

Those forward-looking statements contain important dangers and uncertainties that might motive the true effects to fluctuate materially, and doubtlessly adversely, from the ones expressed or implied within the forward-looking statements. All these components are outdoor 26 Capital Acquisition Corp.’s and Okada Manila‘s keep watch over and are tricky to expect. Elements that can motive such variations come with, however aren’t restricted to: (1) the result of any felony complaints that can be instituted towards 26 Capital Acquisition Corp. and/or Okada Manila following the consummation of the industry mixture transaction; (2) the affect of COVID-19 and similar regulatory responses (akin to local people quarantine and world go back and forth restrictions) on Okada Manila‘s industry; (3) the dependence of Okada Manila‘s industry on its on line casino gaming license; (4) the shortcoming to take care of the list of Okada Manila‘s commonplace stocks at the Nasdaq following the consummation of the industry mixture transaction; (5) the chance that the industry mixture transaction disrupts present plans and operations; (6) the power to acknowledge the predicted advantages of the industry mixture transaction, that may be suffering from, amongst different issues, pageant, the power of Okada Manila to develop and organize expansion profitably, and retain its key workers; (7) prices associated with the industry mixture transaction; (8) adjustments in acceptable rules or laws; and (9) the chance that Okada Manila could also be adversely suffering from different financial, industry, and/or aggressive components. The foregoing listing of things isn’t unique. All next written and oral forward-looking statements relating to 26 Capital Acquisition Corp. or Okada Manila, the transactions described herein or different issues and on account of 26 Capital Acquisition Corp., Okada Manila or somebody performing on their behalf are expressly certified of their entirety via the cautionary statements above. Readers are cautioned to not position undue reliance upon any forward-looking statements, which talk most effective as of the date made. Each and every of 26 Capital Acquisition Corp. and Okada Manila expressly disclaims any tasks or endeavor to free up publicly any updates or revisions to any forward-looking statements contained herein to mirror any trade of their expectancies with recognize thereto or any trade in occasions, prerequisites, or cases on which any observation is founded, with the exception of as required via legislation.

Use of knowledge
The information contained herein is derived from more than a few inside and exterior assets we imagine to be dependable. Even if we aren’t acutely aware of any misstatements in regards to the exterior knowledge introduced herein, our estimates contain dangers and uncertainties and are matter to switch in line with more than a few components, together with the ones described underneath “Ahead-Taking a look Statements” above. Any knowledge on previous efficiency or modeling contained herein isn’t a sign as to long run efficiency, and every of 26 Capital Acquisition Corp and Okada Manila disclaims any legal responsibility, with the exception of as required via legislation, to replace or revise the guidelines on this presentation, whether or not because of new knowledge, long run occasions or in a different way.

Okada Manila
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