PAGCOR orders Cojuangco-led board to cease and desist from Okada Manila

The Philippine Amusement and Gaming Corp. (PAGCOR) has ordered the group of businessman Antonio “Tonyboy” Cojuangco to cease and desist from running  Okada Manila.

In a certification dated September 2, 2022, PAGCOR told the Cojuangco-led board of directors identified with Kazuo Okada to stop discharging its functions at the hotel and casino.

The order specifically named Cojuangco, Dindo Espeleta, Maximo Modesto, Joel Flores, Tetsuya Yokota, Hiroshi Kawamura, and all persons acting under their authority.

An earlier report released by PAGCOR showed that Okada’s team took control of Okada Manila on May 31, 2022 and effectively unseated the board put in place by Tiger Resort Leisure Entertainment, Inc.

Okada was booted out from TRLEI in 2017, as a consequence of the corporate actions initiated by Universal Entertainment Corp. (UEC), which owns TRLEI’s parent firm Tiger Resort Asia Limited (TRAL).

https://www.gmanetwork.com/news/money/companies/615673/japanese-billionaire-okada-out-as-chairman-of-okada-manila/story/

His group regained control of Okada Manila after the Supreme Court  Status Quo Ante Order (SQAO) effectively reinstated the status quo prior to his removal as a stockholder, director, chairman, and chief executive officer of TRLEI in 2017.

“PAGCOR will continue to comply with the SQAO and will only recognize Mr. Kazuo Okada as stockholder, director, chairman and CEO of TRLEI, but withdraws its recognition with respect to Mr. Dindo Espeleta as the authorized representative of TRLEI,” PAGCOR said in its September 2 order.

This came with the condition, however, that Espeleta may still show his authority in accordance with the SQAO and the opinion of the Department of Justice (DOJ) dated September 1, 2022.

The DOJ in a legal opinion ordered the Okada/Espeleta board to cease and desist from controlling and managing TRLEI, and vacate the premises of Okada Manila.

“We believe that the Status Quo Ante Order of the Supreme Court mandated only the return of Mr. Okada as a stockholder, director, chairman, and CEO of TRLEI,” the DOJ said.

“It did not empower him to reconvene or form a new board of directors,” it added.

The unseated board identified with TRLEI has since welcomed the development, and has kept its stance that the takeover was illegal.

“We believe that the order from the PAGCOR affirms our position in the intra-corporate dispute in Okada Manila. It is consistent with both the letter and spirit of the SQAO of the Supreme Court,” TRAL Director Kenshi Asano said in a separate statement.

“We are hopeful that both the High Tribunal and the Court of Appeals will agree and this issue can be put to rest very soon,” he added.

A board backed by TRAL and led by TRLEI President Byron Yip has regained full control of Okada Manila since Friday, September 2, 2022.

TRLEI Co-Vice Chairman Michiaki Satate has also maintained that the Okada/Espeleta board is not recognized by the parent firms TRAL and UEC, along with Kazuo Okada’s son Tomohiro Okada who has majority control in Okada Holdings.

TRAL owns 99.9% of TRLEI, which manages, operates, and conducts the business of Okada Manila hotel and Casino in Parañaque City.

TRAL is in turn 100% owned by Japan-based Universal Entertainment Corp. (UEC), which is owned by Okada Holdings Limited (OHL). OHL is 53.47% owned by Tomohiro Okada, and 46.55% by Kazuo Okada.

Satate in June said what was running Okada Manila was “an illegitimate board.” 

“We are doing everything that we can to have this issue resolved immediately, as we don’t want our guests, employees, and stockholders to suffer from Mr. Okada’s greed. We will exhaust all legal means to have this corrected,” Satate said then.

The TRLEI-installed board also requested the Supreme Court to clarify the bounds of the status quo ante order, noting that Kazuo Okada only had one share prior to 2017, which was entrusted to him through a deed of trust by TRAL.

“Prior to the takeover, we were optimistic on the company’s growth following the recovery from the pandemic. Though we continue without desire to keep the business afloat, the future of Okada Manila is now uncertain under the hands of dubious characters,” Satate said.

For its part, the Cojuangco board said PAGCOR defied the SC SQAO, claiming that the regulator’s board “expeditiously” came up with cease and desist order “merely based” on the DOJ opinion.

“It should be noted that PAGCOR’s role is merely to validate who is fit to hold a board position in Okada Manila and not to appoint any specific individuals to positions in the company. PAGCOR’s swift action circumvented all manner of legal process which includes the issuance of memos and the relevant information to the Kazuo Okada led management team first before the actual serving of the CDO and the physical removal of the Okada led management from the company premises,” the group said.

“Chairman Kazuo Okada and his group vowed to sustain positive gains of Okada Manila following the reinstatement and will not accept an opinion that is not supported and promulgated by the proper courts,” it added.

The group also noted that it will initiate legal actions, with “complete trust” in the Philippine justice system.—NB, GMA News