KUALA LUMPUR, Aug 20 — Hercules Topco LLC, which is 49 per cent owned by Genting Malaysia Bhd (GenM) via subsidiary Genting (USA) Ltd (GenUSA), has inked a merger agreement with Empire Resorts Inc, which entails buying out Empire’s minority shareholders at US$9.74 per share.

In a filing with Bursa Malaysia today, GenM said the qualified shareholders did not include those who had elected to dissent from the proposed merger and were seeking appraisal rights as well as shareholders of cancelled shares.

Hercules Topco is expected to hold all outstanding shares of Empire after the US-based casino operator is delisted from US’ Nasdaq Global Select Market after the completion of the proposed merger.

On Sunday, when the merger agreement was signed, GenUSA and Kien Huat Realty III Ltd (KH) received 49 per cent and 51 per cent membership interest in Hercules Topco, respectively.

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“Under the terms of the merger agreement, Hercules Topco and Empire will take efforts to delist Empire common stock from the Nasdaq Global Select Market and deregister Empire’s common stock under the United States Securities and Exchange Act of 1934, as amended, following the successful completion of the proposed merger,” GenM said.

As part of the proposed merger and in accordance with the merger agreement, qualified shareholders of Empire common stock will be entitled to receive US$9.74 in cash from Hercules Topco for each share held in Empire.

GenM said that based on the merger agreement and the membership interest in Hercules Topco, GenUSA’s and KH’s portions of the merger consideration to be injected into Hercules Topco were about US$28.5 million (RM119.0 million) and US$29.7 million (RM124.1 million), respectively.

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Sunday’s signing followed GenUSA’s signing of a binding term sheet on August 5 to acquire 46 per cent of the Empire common stock held by KH for US$9.74 per share or about US$128.6 million (RM538.8 million).

KH is currently the largest shareholder of Empire, which owns and operates Resorts World Catskills in Sullivan County, New York. On conversion of its preferred stock, it will effectively own 86 per cent of the common stock outstanding. — Bernama