Melco Crown Entertainment Limited (Nasdaq:MPEL) (“
Melco
Crown Entertainment” or the “
Company” or
“
we”), a developer, owner and operator of casino
gaming and entertainment casino resort facilities in Asia, today
announced that its major shareholder, Melco Leisure &
Entertainment Group Limited (“
Melco Leisure”), a
wholly owned subsidiary of Melco International Development Limited
(“
Melco”), has entered into a privately negotiated
agreement to acquire 198,000,000 ordinary shares of the Company, or
13.42% of the current shares outstanding, from Crown Asia
Investments Pty. Ltd. (“
CAI”), a wholly owned
subsidiary of Crown Resorts Limited (“
Crown,” and
the acquisition, the “
Melco Acquisition”).
The aggregate purchase price is approximately US$1.2 billion,
subject to upward adjustments for interest thereon if closing
occurs after March 1, 2017. Melco Leisure will pay a deposit of
US$100 million that is refundable only if the sale and purchase
agreement is terminated prior to closing due to Crown’s default.
The closing of the sale is conditional upon the receipt of Macau
regulatory approval, Melco’s financing arrangements and other
customary closing conditions. Subject to definitive agreement,
Melco has secured a written commitment from a bank to provide the
necessary financing for the purchase. Any such financing may
require a pledge of the Company’s ordinary shares or American
depositary shares held by Melco Leisure as collateral. Upon closing
of the sale, Melco’s shareholding in the Company will increase from
37.89% currently to 51.31%.
In conjunction with this sale, Melco and Crown
amended, with effect from the payment of the deposit, their
shareholders’ deed relating to the Company to provide for an
increase in the nominees of Melco on the Company’s board of
directors from three to four, a decrease in the nominees of Crown
from two to one, and the number of independent directors remaining
at four. The amended shareholders’ deed also provides that the
Company’s right to use “Crown” in its corporate name will terminate
six months after the closing of the private sale.
Mr. James Packer, a Crown nominee director and
our Deputy Chairman, will resign from the Company with effect from
December 15, 2016 after payment of the deposit by Melco Leisure.
The Company expects to appoint in due course a director nominated
by Melco to fill the board vacancy in accordance with its corporate
governance policies.
The Company will not receive any proceeds from
the Melco Acquisition.
Safe Harbor Statement
This press release contains forward-looking
statements. These statements are made under the “safe harbor”
provisions of the U.S. Private Securities Litigation Reform Act of
1995. The Company may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and
Exchange Commission (the “SEC”), in its annual
report to shareholders, in press releases and other written
materials and in oral statements made by its officers, directors or
employees to third parties. Statements that are not historical
facts, including statements about the Company’s beliefs and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties, and a number
of factors could cause actual results to differ materially from
those contained in any forward-looking statement. These factors
include, but are not limited to, (i) growth of the gaming market
and visitation in Macau and the Philippines, (ii) capital and
credit market volatility, (iii) local and global economic
conditions, (iv) our anticipated growth strategies, (v) gaming
authority and other governmental approvals and regulations, and
(vi) our future business development, results of operations and
financial condition. In some cases, forward-looking statements can
be identified by words or phrases such as “may”, “will”, “expect”,
“anticipate”, “target”, “aim”, “estimate”, “intend”, “plan”,
“believe”, “potential”, “continue”, “is/are likely to” or other
similar expressions. Further information regarding these and other
risks, uncertainties or factors is included in the Company’s
filings with the SEC. All information provided in this press
release is as of the date of this press release, and the Company
undertakes no duty to update such information, except as required
under applicable law.
About Melco Crown Entertainment
Limited
Melco Crown Entertainment, with its American
depositary shares listed on the NASDAQ Global Select Market
(NASDAQ:MPEL), is a developer, owner and operator of casino gaming
and entertainment casino resort facilities in Asia. Melco Crown
Entertainment currently operates Altira Macau
(www.altiramacau.com), a casino hotel located at Taipa, Macau and
City of Dreams (www.cityofdreamsmacau.com), an integrated urban
casino resort located in Cotai, Macau. Melco Crown Entertainment’s
business also includes the Mocha Clubs (www.mochaclubs.com), which
comprise the largest non-casino based operations of electronic
gaming machines in Macau. The Company also majority owns and
operates Studio City (www.studiocity-macau.com), a
cinematically-themed integrated entertainment, retail and gaming
resort in Cotai, Macau. In the Philippines, Melco Crown
(Philippines) Resorts Corporation’s subsidiary, MCE Leisure
(Philippines) Corporation, currently operates and manages City of
Dreams Manila (www.cityofdreams.com.ph), a casino, hotel, retail
and entertainment integrated resort in the Entertainment City
complex in Manila. For more information about Melco Crown
Entertainment, please visit www.melco-crown.com.
Melco Crown Entertainment is strongly supported
by its single largest shareholder, Melco. Melco is a listed company
on the Main Board of The Stock Exchange of Hong Kong Limited and is
substantially owned and led by Mr. Lawrence Ho, who is the
Chairman, Executive Director and Chief Executive Officer of Melco
Crown Entertainment.
For investment community, please contact:
Ross Dunwoody
Vice President, Investor Relations
Tel: +853 8868 7575 or +852 2598 3689
Email: rossdunwoody@melco-crown.com
For media enquiries, please contact:
Maggie Ma
Senior Vice President, Corporate Communications and Public Relations
Tel: +853 8868 3767 or +852 3151 3767
Email: maggiema@melco-crown.com
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