TRANSACTIONS (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., FROM KIEN HUAT REALTY III LIMITED ("KH") II. PROPOSED JOINT VENTURE BETWEEN GENM AND KH TO PRIVATISE EMPIRE RESORTS, INC. ("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., FROM KIEN HUAT REALTY III LIMITED ("KH")
II. PROPOSED JOINT VENTURE BETWEEN GENM AND KH TO PRIVATISE EMPIRE RESORTS, INC. ("EMPIRE")

The Board wishes to announce that GENM had, on 5 August 2019 (United States Pacific Standard Time), entered into a binding term sheet (“Term Sheet”) with KH for GENM’s wholly-owned subsidiary, Genting (USA) Limited (“GenUSA”) to:

 

1.1       acquire 13,200,000 shares of common stock of Empire (“Common Stock”) held by KH (which currently represents approximately 46% of the Common Stock held by KH and which also represents approximately 35% of the outstanding voting power of Empire on a fully diluted basis after conversion of all preferred stock currently outstanding into common stock (“Proposed Acquisition”)) at a cash consideration of USD9.74 per share of Common Stock, totaling approximately USD128.6 million (or RM538.8 million). The Proposed Acquisition is subject to amongst others, receipt of regulatory approvals (including approval by the New York State Gaming Commission ("NYSGC") and satisfaction of applicable regulatory requirements;

 

1.2       jointly submit a preliminary non-binding proposal to Empire to acquire by merger, the outstanding shares of capital stock held by shareholders of Empire unaffiliated with KH at a cash consideration of USD9.74 per share of Common Stock (“Proposed Merger”), subject to the following conditions, among other conditions:

 

(a)        approval of the Special Committee or another committee of Empire’s board composed solely of disinterested members who are also independent of KH and its affiliates, and

 

(b)        approval of the holders of a majority of the votes represented by the outstanding shares of Common Stock and Series B Preferred Stock other than such stock owned by KH or its affiliates and executive management; and

 

1.3       concurrently with or immediately following entry into the merger agreement with Empire, form a joint venture between GenUSA and KH on the terms and subject to the conditions set forth in the Term Sheet, into which it is expected that KH and GenUSA will contribute their shares of Common Stock (“Proposed JV”).

 

Please refer to the attachment for further details of the Proposed Acquisition, Proposed Merger and Proposed JV.

 

This announcement is dated 6 August 2019.




Please refer attachment below.



Announcement Info

Company Name GENTING MALAYSIA BERHAD
Stock Name GENM
Date Announced 06 Aug 2019
Category General Announcement for PLC
Reference Number GA1-22072019-00061