General Announcement for PLC
17/10/2019Genting Malaysia sued over Empire Resorts privatisation
| GENTING MALAYSIA BERHAD |
| Type | Reply to Query |
| Reply to Bursa Malaysia's Query Letter - Reference ID | IQL-17102019-00001 |
| Subject | Genting Malaysia sued over Empire Resorts privatisation |
| Description | GENTING MALAYSIA BERHAD ("GENM" OR "COMPANY")
I. PROPOSED ACQUISITION BY GENM OF SHARES IN EMPIRE RESORTS, INC. ("EMPIRE") FROM KIEN
HUAT REALTY III LIMITED ("KH")
II. PROPOSED JOINT VENTURE BETWEEN GENM AND KH TO PRIVATISE EMPIRE |
| Query Letter Contents | We refer to the media article entitled “Genting Malaysia sued over Empire Resorts’ privatisation” appearing in the TheEdge Financial Daily dated 17 October 2019. In particular, we would like to draw your attention to the sentences which are reproduced as follows:
1. “An Empire Resorts Ltd minority shareholder is suing the company, its board members and the company’s controlling shareholders - Genting Malaysia Bhd (GenM) and Kien Huat Realty III – for steering the company to go private against other shareholders’ interest.”
2. “The suit sought unspecified damages, and called for a halt to Lim and GenM's effort to take the company private, so that Empire Resorts can reassess its value and seek other offers.”
In accordance with Bursa Securities' Corporate Disclosure Policy, kindly furnish Bursa Securities with an announcement for public release confirming or denying the above reported article in particular the underlined sentences after due and diligent enquiry with all the directors, major shareholders and all such other person reasonably familiar with the matters about which the disclosure is to be made in this respect. In the event you deny the above reported sentence or any other part of the article, you are required to set forth facts sufficient to support the same.
Please furnish Bursa Securities with your reply via Bursa Link by today.
Yours faithfully
Listing Regulation
cc:- Market Surveillance, Securities Commission (via fax) |
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The Board of Directors of GENM (“GENM Board”) refers to the announcements dated 6 August 2019, 15 August 2019 and 20 August 2019 (“Announcements”) in respect of the Proposed Transactions. The definitions used throughout this announcement, unless stated otherwise, shall have the same meaning(s) as that used in the Announcements.
In response to the letter from Bursa Malaysia Securities Berhad dated 17 October 2019 (reference number: IQL-17102019-00001), the GENM Board confirms the lawsuit by a minority shareholder of Empire. Information on the said litigation is disclosed in the ‘Litigation’ section of Empire’s Proxy Statement (Schedule 14A) dated 11 October 2019 and reproduced below:
“On October 8, 2019, a putative class action complaint challenging the Merger was filed in New York State Supreme Court, Sullivan County. The case is captioned David Mullen v. Empire Resorts, Inc. et al., Index No. E2019-2085 (the “Merger Litigation”). The Merger Litigation alleges that the members of the Board breached their fiduciary duties in connection with the negotiation and approval of the Merger Agreement, as well as in authorizing the disclosures made in the preliminary proxy statement filed with the SEC on September 24, 2019. The Merger Litigation further alleges that each of the Company, Parent, Merger Sub, Kien Huat, and GenM aided and abetted the Board’s alleged breaches of fiduciary duty. The plaintiff seeks to enjoin the Merger, or, if the Merger is consummated, rescind the Merger or recover damages, as well as an award of the plaintiff’s attorneys fees and costs of the litigation. The defendants deny all such allegations, believe the Merger Litigation is without merit, and plan to defend against all claims stated therein.”
A copy of Empire’s Proxy Statement (Schedule 14A) dated 11 October 2019 can be found here: https://www.sec.gov/Archives/edgar/data/906780/000119312519266776/d771456ddefm14a.htm
This announcement is dated 17 October 2019.
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Announcement Info
| Company Name | GENTING MALAYSIA BERHAD |
| Stock Name | GENM |
| Date Announced | 17 Oct 2019 |
| Category | General Announcement for PLC |
| Reference Number | GA1-17102019-00126 |