Melco Announces Privately-Negotiated Share Repurchase
March 08 2023 - 8:29AM
Melco Resorts & Entertainment Limited (Nasdaq: MLCO) (the
“Company”), a developer, owner and operator of integrated resort
facilities in Asia and Europe, today announces that it has entered
into a share repurchase agreement with Melco International
Development Limited (“MIDL”) and Melco Leisure and Entertainment
Group Limited (“Melco Leisure”), a wholly-owned subsidiary of MIDL,
pursuant to which the Company will repurchase 40,373,076 of the
Company’s ordinary shares from Melco Leisure (the “Transaction”).
The aggregate purchase price is US$169,836,073.04, which represents
a per share price of approximately US$4.2067 (equivalent
to US$12.62 per American depositary share of the Company, each
representing three ordinary shares). Closing of the Transaction is
subject to the satisfaction of customary conditions. At the closing
of the Transaction, the facility agreement with MIDL pursuant to
which a US$250.0 million revolving loan facility was granted by the
Company as lender to Melco International as borrower will also be
terminated following the settlement of all amounts due thereunder
by MIDL to the Company. A repayment of US$200 million by MIDL to
the Company was already made in January 2023. In addition to the
privately-negotiated Transaction, the Company’s previously
announced US$500 million share repurchase program remains in
effect, of which approximately US$412 million remains available for
future repurchases under the program.
Entry into the share repurchase agreement in
respect of the Transaction was unanimously approved by the
disinterested members of the Audit and Risk Committee of the
Company. The Audit and Risk Committee engaged independent financial
and legal advisors to assist in its evaluation process.
Prior to the Transaction, Melco Leisure owned
approximately 727.7 million shares, or approximately 53.1%, of
the Company’s outstanding shares. Following the Transaction, Melco
Leisure will own approximately 687.4 million shares, which,
following the cancellation of the repurchased shares, will
represent approximately 51.7% of the Company’s outstanding shares.
The Company will continue to be a subsidiary of MIDL, and the
financial results of the Company will continue to be consolidated
in the financial statements of MIDL.
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. Melco Resorts & Entertainment Limited (the “Company”) may
also make 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) COVID-19 outbreaks, and the continued impact
of its consequences on our business, our industry and the global
economy, (ii) risks associated with the newly adopted gaming
law in Macau and its implementation by the Macau government,
(iii) changes in the gaming market and visitations in Macau,
the Philippines and the Republic of Cyprus, (iv) capital and
credit market volatility, (v) local and global economic
conditions, (vi) our anticipated growth strategies,
(vii) gaming authority and other governmental approvals and
regulations, and (viii) 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 Resorts & Entertainment
Limited
The Company, with its American depositary shares
listed on the Nasdaq Global Select Market (Nasdaq: MLCO), is a
developer, owner and operator of integrated resort facilities in
Asia and Europe. The Company currently operates Altira Macau
(www.altiramacau.com), an integrated resort located at Taipa, Macau
and City of Dreams (www.cityofdreamsmacau.com), an integrated
resort located in Cotai, Macau. Its 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
resort in Cotai, Macau. In the Philippines, a Philippine subsidiary
of the Company currently operates and manages City of Dreams Manila
(www.cityofdreamsmanila.com), an integrated resort in the
Entertainment City complex in Manila. In Europe, the Company is
currently developing City of Dreams Mediterranean
(www.cityofdreamsmed.com.cy) in the Republic of Cyprus, which is
expected to be the largest and premier integrated destination
resort in Europe. The Company is currently operating a temporary
casino, the first authorized casino in the Republic of Cyprus, and
is licensed to operate four satellite casinos (“Cyprus Casinos”).
Upon the opening of City of Dreams Mediterranean, the Company will
continue to operate the satellite casinos while operation of the
temporary casino will cease. For more information about the
Company, please visit www.melco-resorts.com.
The Company is majority owned by Melco
International Development Limited, a company listed on the Main
Board of The Stock Exchange of Hong Kong Limited, which is in turn
majority owned and led by Mr. Lawrence Ho, who is the
Chairman, Executive Director and Chief Executive Officer of the
Company.
For the investment community, please
contact:Jeanny Kim Senior Vice President, Group
TreasurerTel: +852 2598 3698Email:
jeannykim@melco-resorts.com
For media enquiries, please contact:Chimmy
LeungExecutive Director, Corporate Communications Tel: +852 3151
3765Email: chimmyleung@melco-resorts.com
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