Empire Resorts Merger Agreement

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from the deadline of the Extraordinary Assembly, which votes as the only class, votes in favour of the merger proposal. As part of the execution of the merger agreement, Kien Huat entered into a concerted agreement with the company, under which Kien Huat agreed to vote its voting shares in favour of the merger proposal, subject to the limits set out in the voting agreement. KUALA LUMPUR: The majority of shareholders of Genting Malaysia Bhd Empire Resorts Inc. have approved the proposed merger with gentingM and Kien Huat Realty III Ltd (KH). Shareholders also agreed Wednesday to executive compensation, which “may be paid to the company`s designated officers under existing agreements with the company following the merger.” KUALA LUMPUR (20 In August): Genting Malaysia Bhd (GenM) continues its transaction with companies and related persons (RPT), which involves the acquisition of Empire Resorts Inc., followed by a delisting of the company through a proposed merger. In a filing filed today with Bursa Malaysia, GenM said qualified shareholders did not understand those who had decided to waive the proposed merger and apply for valuation rights and shareholders of cashed shares. Pursuant to the terms of the agreement, Empire Resorts` Special Committee, with the assistance of its financial advisor, will implement, after the date of announcement of the final agreement, a ten-day “go-shop” process during which it will actively initiate, solicit, encourage and evaluate further acquisition proposals and, possibly, enter into negotiations with all parties that may propose further acquisition proposals. This process will facilitate our efforts to maximize shareholder value. Empire Resorts has the right to terminate the final agreement to accept a superior offer if an offer has been received, subject to the terms of the final agreement. It cannot be guaranteed that this “Go-Shop” process will result in a superior offer or that another transaction will be approved or concluded. Empire Resorts does not intend to reveal developments regarding the application process unless its special committee makes a decision that requires further disclosure. “Empire`s Board of Directors, on the recommendation of the Special Committee, approved and approved the Merger Agreement and the proposed Merger, declared that the proposed Merger was in the best interests of Empire and its shareholders, ordered that the Merger Agreement be submitted to Empire`s shareholders for approval at a shareholders` meeting, and recommended that Empire`s shareholders adopt the Merger Agreement.” in accordance with the merger agreement, ordinary empire shareholders (with the exception of (i) shareholders who have decided to deviate from the proposed merger and claim valuation rights; (ii) shareholders of cashed shares; and (iii) KH, GenUSA, JVCo and their respective subsidiaries) are entitled to receive 9.74 $US in cash from JVCo for each share held by Empire.

Closing of the transaction is expected in the fourth quarter of 2019. . .

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