PH๐๐๐๐๐๐๐๐๐๐๐๐๐ ๐๐๐๐๐๐๐๐๐๐๐ ๐๐ ๐๐๐๐๐๐๐๐๐๐ ๐๐๐๐๐
๐๐จ๐ฎ๐ซ๐ญ ๐จ๐ ๐๐ก๐๐ง๐๐๐ซ๐ฒ ๐จ๐ ๐๐๐ฅ๐๐ฐ๐๐ซ๐: "๐๐ง๐ข๐ฏ๐๐ซ๐ฌ๐๐ฅ ๐๐๐ฅ๐ข๐ฏ๐๐ซ๐๐ ๐๐ง ๐ข๐ญ๐๐ฆ ๐ญ๐จ ๐๐จ๐ฆ๐ฎ๐๐ฅ๐๐๐ณ ๐ญ๐จ ๐ฌ๐๐๐ฎ๐ซ๐ ๐ก๐ข๐ฌ ๐ข๐ง๐ญ๐๐ซ๐ฏ๐๐ง๐ญ๐ข๐จ๐ง ๐ข๐ง ๐๐ง๐ข๐ฏ๐๐ซ๐ฌ๐๐ฅโ๐ฌ ๐๐๐ฏ๐จ๐ซ."
On August 1, 2023, JAPAN TIMES reported that House Speaker Martin Romualdez is implicated as receiving BRIBERY - the "heavy luggage issue" - from Universal Entertainment Corporation (Parent Company of Okada).
On September 7, 2023, Vice Chancellor J. Travis Laster of the Court of Chancery of Delaware issued a ruling on 26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd.
Read here:
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The ruling came after a trial which "took place over five days. Thirteen fact witnesses and four expert witnesses testified. The parties introduced 2,281 exhibits, including deposition transcripts from twenty-nine individuals."
This is the EXACT fact established by a U.S. court regarding Martin Romualdez's involvement, laid out in the section: ๐๐ก๐ ๐๐จ๐๐ ๐ฒ ๐๐๐ซ๐ ๐๐ข๐ง
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Universal and [Tiger Resorts Leisure & Entertainment, Inc] initially tried to regain control of the ****** using the judicial process. [Tiger Resorts Leisure & Entertainment, Inc] had already filed an emergency motion for reconsideration with the Philippine Supreme Court. After the takeover, [Tiger Resorts Leisure & Entertainment, Inc] filed a supplement on June 9, 2022. The Philippine Supreme Court took no action.
Meanwhile, on June 3, 2022, Michelle Lazaro suggested an alternative to the judicial process. Lazaro was a director of [Tiger Resorts Leisure & Entertainment, Inc] and its Corporate Secretary. She and another director, James Lorenzana, moved in elite circles in the Philippines.
In an email to Asano, Takeuchi, and a Universal director, Lazaro explained that she and Lorenzana had a relationship with a "common friend" who was a "key person" in the Philippines, who had "helped UEC in the past," and who was "the best option to lead UEC out of this current disturbing situation." She also said that "the key person (our common friend) feels that my involvement moving forward is indispensable" such that he was "reluctant to provide further assistance or to pursue any potential partnership" unless her "concerns" were addressed.
The "common friend" was Martin Romualdez, Speaker of the House for the Philippines, a nephew by blood of former Philippine First Lady Imelda Marcos, nephew by marriage of former Philippine President Ferdinand Marcus, cousin of Philippine Senator Imee Marcos, and cousin of then President-elect Ferdinand "Bonbong" Marcos. To confirm her connections, Lazaro texted Takeuchi two pictures of herself with Romualdez. She noted that a third individual in one of the pictures was the chair of the Philippine Gaming Commission
Lazaroโs email led to a term sheet. It provided as follows:
โข Lazaro and Lorenzana would receive payments from [Tiger Resorts Leisure & Entertainment, Inc] of $35,000 per month (net of taxes).
โข The board of [Tiger Resorts Leisure & Entertainment, Inc] would be expanded to thirteen members with Lazaro and Lorenzana having the right to designate six.
โข The ****** Committeeโs key officers, including Yip and Van Der Sande would receive three-year, evergreen employment agreements.
โข The new agreements would more than double their compensation.
โข The new agreements would only permit them to be terminated for cause by a supermajority of the board, which would require consent from Lazaro, Lorenzana, and their designees.
Ader approved the term sheet. Fujimoto signed it. The plan for moving forward also involved delivering something to Romualdez. The head of Universalโs overseas operations would make a "business trip to the Philippines" carrying "heavy luggage" that included an "item" for "No. 2." . Once "the actual item arrives safely," then a different senior Universal executive would "set up an interview with Martin." Asano noted that at that point, "ince we have kept our promise, it is No. 2"s turn to keep the promise."
Ader testified that he was unaware of any scheme involving Romualdez, but that testimony was not credible. Both Ader and Eiseman understood the strategy and were on board. For example, on the same day Lazaro sent her email, Eisemanโs partner Littlejohn texted Ader that "UE has enlisted significant political support from a VERY high level of the Philippine government with compensation of the arrangement all tied to taking back control of the ******." Two days later, Van Der Sande texted Ader and told him that the information he received was "very highly confidential" and "very sensitive" and could not be discussed publicly. Eiseman then researched Romualdez and sent the information to Ader and Littlejohn. Ader admitted that hearing about "No. 2" and knew that it was an alias for a high-ranking Philippine official. Although he claimed at trial to have thought "No. 2" meant Lazaro, that was not credible.
Ader and Eiseman supported the plan by writing letters designed to create the impression that the deal would fall apart unless the Philippine Supreme Court lifted the Status Quo Ante Order. Ader sent a letter asserting that Universal and [Tiger Resorts Leisure & Entertainment, Inc] had breached the merger agreement. Eiseman sent a letter from Zama questioning what Universal was doing to address the takeover.
On July 27, 2022, Universal executive Sato Nobuki traveled from Japan to the Philippines. Another Universal executive, Hajime Tokuda, scheduled a meeting with Romualdez for the next day.
The meeting lasted ninety minutes. To accommodate the meeting, Romualdez returned from inspecting an earthquake disaster area in Luzon. The Universal executives gave Romualdez the letters from 26 Capital and Zama to show that "it would be a huge problem if the ruling by the Supreme Court was prolonged any longer." Id. Then they told Romualdez that they "wanted to ask a favor of an early resolution." Romualdez "then and there" made ex parte calls and sent a text to several members of the Philippine Supreme Court, including its "chairman." The Universal executives understood that there were three judges involved, with "one judge on the other side" and two judges "[o]n our side." The Universal executives reported to their colleagues that "the pressure by No. 2 must be working."
Expecting that Romualdezโs intervention would end the takeover, the parties executed an amendment to the merger agreement. It extended the outside date for closing the transaction to October 1, 2022.
No one addressed the legality of this type of arrangement in the Philippines. It nevertheless appears that Lazaro and Lorenzana brokered a dodgy bargain in which they offered to have Romualdez intervene in return for (i) increased control over [ [Tiger Resorts Leisure & Entertainment, Inc]โs board, (ii) compensation of $35,000 per month (net of taxes), (iii) employment agreements for the local executives like Yip and Van Der Sande, and (iv) an "item" for Romualdez. At trial, Universalโs witnesses offered a series of implausible explanations for the dodgy bargain. They claimed that the "heavy luggage" referred to original documents from the lawsuits against Okada in Japan and Hong Kong that had to be transported by hand, either because the takeover had deprived [Tiger Resorts Leisure & Entertainment, Inc] of access to its printers, or because Philippine law required the submission of originals in court filings. That testimony was not credible.
First, [Tiger Resorts Leisure & Entertainment, Inc] had lawyers, and their lawyers had printers. Second, Philippine law permits the use of electronic versions. Third, Universal had already filed documents from those lawsuits as part of its original efforts to lift the Status Quo Ante Order. Fourth, a senior Universal executive would not be tasked with carrying documents when a courier would do. Fifth, the internal Universal emails referred to an "item," which is an odd word to use for documents. Sixth, the internal Universal emails spoke in code, referring not only to the "item" and "heavy luggage," but also to "Martin" and "No. 2." Discussions about court filings do not require that type of subterfuge. Finally, when the Universal executives met with Romualdez, they showed him the letters from 26 Capital and Zama about the deal being in jeopardy. Those letters were not heavy.
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This is the PDF copy of the judge's ruling, go to Page 36 for the FACTS established by the court on Romualdez's involvement:
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๐๐จ๐ฎ๐ซ๐ญ ๐จ๐ ๐๐ก๐๐ง๐๐๐ซ๐ฒ ๐จ๐ ๐๐๐ฅ๐๐ฐ๐๐ซ๐: "๐๐ง๐ข๐ฏ๐๐ซ๐ฌ๐๐ฅ ๐๐๐ฅ๐ข๐ฏ๐๐ซ๐๐ ๐๐ง ๐ข๐ญ๐๐ฆ ๐ญ๐จ ๐๐จ๐ฆ๐ฎ๐๐ฅ๐๐๐ณ ๐ญ๐จ ๐ฌ๐๐๐ฎ๐ซ๐ ๐ก๐ข๐ฌ ๐ข๐ง๐ญ๐๐ซ๐ฏ๐๐ง๐ญ๐ข๐จ๐ง ๐ข๐ง ๐๐ง๐ข๐ฏ๐๐ซ๐ฌ๐๐ฅโ๐ฌ ๐๐๐ฏ๐จ๐ซ."
On August 1, 2023, JAPAN TIMES reported that House Speaker Martin Romualdez is implicated as receiving BRIBERY - the "heavy luggage issue" - from Universal Entertainment Corporation (Parent Company of Okada).
On September 7, 2023, Vice Chancellor J. Travis Laster of the Court of Chancery of Delaware issued a ruling on 26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd.
Read here:
You do not have permission to view the full content of this post. Log in or register now.
The ruling came after a trial which "took place over five days. Thirteen fact witnesses and four expert witnesses testified. The parties introduced 2,281 exhibits, including deposition transcripts from twenty-nine individuals."
This is the EXACT fact established by a U.S. court regarding Martin Romualdez's involvement, laid out in the section: ๐๐ก๐ ๐๐จ๐๐ ๐ฒ ๐๐๐ซ๐ ๐๐ข๐ง
----
Universal and [Tiger Resorts Leisure & Entertainment, Inc] initially tried to regain control of the ****** using the judicial process. [Tiger Resorts Leisure & Entertainment, Inc] had already filed an emergency motion for reconsideration with the Philippine Supreme Court. After the takeover, [Tiger Resorts Leisure & Entertainment, Inc] filed a supplement on June 9, 2022. The Philippine Supreme Court took no action.
Meanwhile, on June 3, 2022, Michelle Lazaro suggested an alternative to the judicial process. Lazaro was a director of [Tiger Resorts Leisure & Entertainment, Inc] and its Corporate Secretary. She and another director, James Lorenzana, moved in elite circles in the Philippines.
In an email to Asano, Takeuchi, and a Universal director, Lazaro explained that she and Lorenzana had a relationship with a "common friend" who was a "key person" in the Philippines, who had "helped UEC in the past," and who was "the best option to lead UEC out of this current disturbing situation." She also said that "the key person (our common friend) feels that my involvement moving forward is indispensable" such that he was "reluctant to provide further assistance or to pursue any potential partnership" unless her "concerns" were addressed.
The "common friend" was Martin Romualdez, Speaker of the House for the Philippines, a nephew by blood of former Philippine First Lady Imelda Marcos, nephew by marriage of former Philippine President Ferdinand Marcus, cousin of Philippine Senator Imee Marcos, and cousin of then President-elect Ferdinand "Bonbong" Marcos. To confirm her connections, Lazaro texted Takeuchi two pictures of herself with Romualdez. She noted that a third individual in one of the pictures was the chair of the Philippine Gaming Commission
Lazaroโs email led to a term sheet. It provided as follows:
โข Lazaro and Lorenzana would receive payments from [Tiger Resorts Leisure & Entertainment, Inc] of $35,000 per month (net of taxes).
โข The board of [Tiger Resorts Leisure & Entertainment, Inc] would be expanded to thirteen members with Lazaro and Lorenzana having the right to designate six.
โข The ****** Committeeโs key officers, including Yip and Van Der Sande would receive three-year, evergreen employment agreements.
โข The new agreements would more than double their compensation.
โข The new agreements would only permit them to be terminated for cause by a supermajority of the board, which would require consent from Lazaro, Lorenzana, and their designees.
Ader approved the term sheet. Fujimoto signed it. The plan for moving forward also involved delivering something to Romualdez. The head of Universalโs overseas operations would make a "business trip to the Philippines" carrying "heavy luggage" that included an "item" for "No. 2." . Once "the actual item arrives safely," then a different senior Universal executive would "set up an interview with Martin." Asano noted that at that point, "ince we have kept our promise, it is No. 2"s turn to keep the promise."
Ader testified that he was unaware of any scheme involving Romualdez, but that testimony was not credible. Both Ader and Eiseman understood the strategy and were on board. For example, on the same day Lazaro sent her email, Eisemanโs partner Littlejohn texted Ader that "UE has enlisted significant political support from a VERY high level of the Philippine government with compensation of the arrangement all tied to taking back control of the ******." Two days later, Van Der Sande texted Ader and told him that the information he received was "very highly confidential" and "very sensitive" and could not be discussed publicly. Eiseman then researched Romualdez and sent the information to Ader and Littlejohn. Ader admitted that hearing about "No. 2" and knew that it was an alias for a high-ranking Philippine official. Although he claimed at trial to have thought "No. 2" meant Lazaro, that was not credible.
Ader and Eiseman supported the plan by writing letters designed to create the impression that the deal would fall apart unless the Philippine Supreme Court lifted the Status Quo Ante Order. Ader sent a letter asserting that Universal and [Tiger Resorts Leisure & Entertainment, Inc] had breached the merger agreement. Eiseman sent a letter from Zama questioning what Universal was doing to address the takeover.
On July 27, 2022, Universal executive Sato Nobuki traveled from Japan to the Philippines. Another Universal executive, Hajime Tokuda, scheduled a meeting with Romualdez for the next day.
The meeting lasted ninety minutes. To accommodate the meeting, Romualdez returned from inspecting an earthquake disaster area in Luzon. The Universal executives gave Romualdez the letters from 26 Capital and Zama to show that "it would be a huge problem if the ruling by the Supreme Court was prolonged any longer." Id. Then they told Romualdez that they "wanted to ask a favor of an early resolution." Romualdez "then and there" made ex parte calls and sent a text to several members of the Philippine Supreme Court, including its "chairman." The Universal executives understood that there were three judges involved, with "one judge on the other side" and two judges "[o]n our side." The Universal executives reported to their colleagues that "the pressure by No. 2 must be working."
Expecting that Romualdezโs intervention would end the takeover, the parties executed an amendment to the merger agreement. It extended the outside date for closing the transaction to October 1, 2022.
No one addressed the legality of this type of arrangement in the Philippines. It nevertheless appears that Lazaro and Lorenzana brokered a dodgy bargain in which they offered to have Romualdez intervene in return for (i) increased control over [ [Tiger Resorts Leisure & Entertainment, Inc]โs board, (ii) compensation of $35,000 per month (net of taxes), (iii) employment agreements for the local executives like Yip and Van Der Sande, and (iv) an "item" for Romualdez. At trial, Universalโs witnesses offered a series of implausible explanations for the dodgy bargain. They claimed that the "heavy luggage" referred to original documents from the lawsuits against Okada in Japan and Hong Kong that had to be transported by hand, either because the takeover had deprived [Tiger Resorts Leisure & Entertainment, Inc] of access to its printers, or because Philippine law required the submission of originals in court filings. That testimony was not credible.
First, [Tiger Resorts Leisure & Entertainment, Inc] had lawyers, and their lawyers had printers. Second, Philippine law permits the use of electronic versions. Third, Universal had already filed documents from those lawsuits as part of its original efforts to lift the Status Quo Ante Order. Fourth, a senior Universal executive would not be tasked with carrying documents when a courier would do. Fifth, the internal Universal emails referred to an "item," which is an odd word to use for documents. Sixth, the internal Universal emails spoke in code, referring not only to the "item" and "heavy luggage," but also to "Martin" and "No. 2." Discussions about court filings do not require that type of subterfuge. Finally, when the Universal executives met with Romualdez, they showed him the letters from 26 Capital and Zama about the deal being in jeopardy. Those letters were not heavy.
---
This is the PDF copy of the judge's ruling, go to Page 36 for the FACTS established by the court on Romualdez's involvement:
You do not have permission to view the full content of this post. Log in or register now.