General Announcement for PLC
20/08/2019TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS 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
| GENTING MALAYSIA BERHAD |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS |
| 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 |
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The Board of Directors of GENM (“Board”) refers to the announcements dated 6 August 2019 and 15 August 2019 (“Announcements”) in respect of the:-
(i) Proposed Acquisition by Genting (USA) Limited (“GenUSA”) (an indirect wholly owned subsidiary of GENM) of shares of Common Stock in Empire from KH; and
(ii) Proposed JV between GenUSA and KH for the purpose of, among other things, the Proposed Merger of all outstanding shares held by shareholders of Empire unaffiliated with KH at a cash consideration of USD9.74 (or RM40.68) per share.
(The Proposed Acquisition, the Proposed JV and the Proposed Merger are hereinafter collectively referred to as the “Proposed Transactions”). All capitalised terms used herein shall, unless otherwise defined, have the same meanings as ascribed thereto in the Announcements.
The Board wishes to announce that, Hercules Topco LLC (“JVCo”) (a joint venture company formed in the State of Delaware on 16 August 2019 under the Proposed JV) in which GenUSA holds a 49% equity interest, entered into an Agreement and Plan of Merger (“Merger Agreement”) with Hercules Merger Subsidiary Inc. (“MergerSub”) (a wholly owned subsidiary of JVCo incorporated in the State of Delaware on 16 August 2019 for the purpose of the Proposed Merger) and Empire on 18 August 2019 (United States Eastern date/time) to effect the Proposed Merger.
As part of the Proposed Merger and in accordance with the Merger Agreement, shareholders of Empire Common Stock (other than (i) shareholders who have elected to dissent from the Proposed Merger and seek appraisal rights; (ii) shareholders of cancelled shares; and (iii) KH, GenUSA, JVCo and their respective affiliates) (“Qualified Shareholders of Empire”) will be entitled to receive in cash from JVCo USD9.74 for each share in Empire held (“Merger Consideration”).
The Merger Agreement, the Term Sheet, the KH Commitment Agreement and the KH Commitment Amendment (as defined herein) are available to the public on Empire’s filings page on the website of the United States Securities and Exchange Commission (“US SEC”).
Please refer to the attachment for further details of the Proposed Transactions.
This announcement is dated 20 August 2019. |
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Please refer attachment below.
Attachments
GENM Announcement_20 Aug 2019.pdf
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Announcement Info
| Company Name | GENTING MALAYSIA BERHAD |
| Stock Name | GENM |
| Date Announced | 20 Aug 2019 |
| Category | General Announcement for PLC |
| Reference Number | GA1-20082019-00045 |