Among the UEC Parties’ multiple counterclaims is an allegation that Capital 26 and Ader have embarked on a “concerted and increasingly erratic campaign … to pursue closing at all costs in pursuit of a windfall.”
Describing the planned merger as a “complicated deal” from the outset given the challenges of listing a Philippines casino in the United States, the UEC Parties allege that Ader made misleading public statements aimed at easing investor concerns and without receiving permission from the UEC Parties to do so. In-particular, they allege that Ader failed to disclose to his investors of “material developments in the Philippines” after the former chairman of UEC, Kazuo Okada, forcibly took control of Okada Manila for a three-month period in mid-2022.
With the Okada-led occupation delaying completion of the merger, the UEC Parties also allege that Ader flew to Japan late last year to meet with UEC directors and convince them to proceed with the merger, but that ahead of this meeting he was provided with privileged information from a “disloyal director” of UEC, named as Toji Takeuchi, which he “gladly used to inform his negotiations with [UEC].
