Melco Resorts & Entertainment Limited (Nasdaq: MLCO)
(“
Melco” or the “
Company”), a
developer, owner and operator of casino gaming and entertainment
casino resort facilities in Asia, today announces that it has
entered into a definitive agreement (the “
Share Purchase
Agreement”) to acquire from Melco International
Development Limited (“
Melco International”) all of
Melco International’s holding of ordinary shares of ICR Cyprus
Holdings Limited (“
ICR Cyprus” and such ordinary
shares of ICR Cyprus, the “
Acquisition Shares”)
which represents a 75% equity interest in ICR Cyprus (the
“
Transaction”). Melco International is the
majority shareholder of Melco. ICR Cyprus and its
subsidiaries (the “
ICR Group”) is developing the
City of Dreams Mediterranean integrated destination resort project
in Cyprus. The City of Dreams Mediterranean project is
currently under development and scheduled to open in 2021, upon
which it is expected to be the largest and premier integrated
destination resort in Europe.
Pursuant to the Share Purchase Agreement, Melco
will acquire the Acquisition Shares in exchange for 55.5 million
ordinary shares of Melco (“Melco Shares”), which
are equivalent to approximately 18.5 million American depositary
shares of the Company, or 4.0% of Melco’s outstanding shares as of
the date hereof, representing approximately US$375 million (the
“Transaction Consideration”) to be issued at the
closing of the Transaction. The number of Melco Shares to be
issued at the closing of the Transaction was determined by dividing
the Transaction Consideration by the 20-day volume weighted average
price of the Melco Shares immediately prior to the date of the
signing of the Share Purchase Agreement.
A special committee of independent directors
(the “Special Committee”) formed by the Company’s
Board of Directors to consider the acquisition unanimously approved
the Transaction. The Special Committee engaged
independent financial and legal advisors to assist in its
evaluation process. The Transaction was also approved by the
Audit and Risk Committee of the Company.
The Transaction is subject to customary closing
conditions, including the approval by certain Cyprus regulatory
authorities, and the execution of a new shareholders’ agreement by
the Company, the 25% shareholder of ICR Cyprus and ICR
Cyprus. The proposed new shareholders’ agreement contemplates
certain commercial and financial arrangements pursuant to which
Melco will (i) provide certain corporate-level management services
to the ICR Group for a fixed amount of EUR2 million per annum and
(ii) have the right to receive an allotment of preference shares in
the gaming license-holding subsidiary of ICR Cyprus which will
provide the right to a preferential dividend, among other
terms. The parties to the Share Purchase Agreement have
agreed to use all reasonable endeavors to procure that the
conditions to closing of the Transaction are satisfied as soon as
practicable and in any event no later than September 20, 2019, or
any other date agreed by the parties thereto.
ICR Cyprus, through a subsidiary, holds a
30-year casino gaming license, which commenced from June 2017 and
as to which the first 15 years are exclusive. Since being
awarded the casino gaming license in June 2017, ICR Cyprus is
currently operating one casino and two satellite casinos in Cyprus,
the first of which opened in Limassol in June 2018 as the first
licensed casino in Cyprus and will continue to operate until the
opening of the City of Dreams Mediterranean. ICR Cyprus
commenced the operation of two satellite casinos in Nicosia and
Larnaca in December 2018 and expects to open two additional
satellite casinos in Paphos and Ayia Napa in 2019.
Melco International’s historical investment in ICR Cyprus
amounts to approximately €165 million. A groundbreaking
ceremony for the City of Dreams Mediterranean project took place in
2018 and piling work on the main structure of the City of Dreams
Mediterranean project has been completed. Upon completion,
City of Dreams Mediterranean is currently expected to have a
7,500-square-meter gaming area comprising over 100 tables and over
1,000 state-of-the-art slot machines, a five-star hotel with
approximately 500 rooms, world-class international restaurants and
cafeterias, an outdoor amphitheater and MICE and other
facilities.
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 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 visitations 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 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 casino gaming and entertainment casino resort
facilities in Asia. The Company 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. 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
entertainment, retail and gaming resort in Cotai, Macau. In the
Philippines, a Philippine subsidiary of the Company 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. The Company holds equity interests in Crown
Resorts Limited, a company listed on the Australian Securities
Exchange and which operates two of Australia’s leading integrated
resorts, Crown Melbourne Entertainment Complex and Crown Perth
Entertainment Complex. In the UK, Crown operates Crown
Aspinalls, a high-end licensed casino in London.
Crown’s development projects include the Crown Sydney
Hotel Resort at Barangaroo on Sydney
Harbour. Crown also holds equity interests in the
Aspers Group and Nobu and has interests in various digital
businesses. For more information about the Company,
please visit www.melco-resorts.com.
The Company is strongly supported by its single
largest shareholder, Melco International Development Limited, a
company listed 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
the Company.
For investment community, please
contact:Richard HuangDirector, Investor RelationsTel: +852
2598 3619Email: richardlshuang@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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