UPDATE 2-Okada files new claim in battle for Wynn Resorts stake

Sat Jun 16, 2012 1:15am IST

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* Once Wynn's "best friend," Okada alleges fraud

* Pachinko tycoon wants shareholder rights restored

* Okada remains on Wynn Resorts board of directors for now

LOS ANGELES/HONG KONG, June 15 (Reuters) - Japanese pachinko tycoon Kazuo Okada has escalated his legal battle against Las Vegas mogul Steve Wynn, seeking a preliminary injunction to protect his stake in Wynn Resorts, the latest blow between the two billionaires who were partners for more than a decade.

Okada asked a federal judge in Nevada on Thursday to immediately restore the rights of his Universal Entertainment Corp. subsidiary, Aruze USA, as the largest shareholder of Wynn Resorts. Okada also filed an amended counterclaim against Wynn, th e company's general counsel and individual board members.

In a response to the motion, Wynn Resorts issued the following statement: "Mr. Okada is recycling his previous baseless allegations in the press, while continuing to interfere with the judicial process by refusing to accept service of court documents.

"The facts clearly justify the carefully considered actions taken by the Wynn Board to redeem an unsuitable shareholder in order to protect the company and its shareholders," Wynn said.

Okada, whom Wynn once called his "best friend" and who helped bankroll Wynn's casino empire starting in 2000, has been fighting to claw back his 20 percent stake in Wynn Resorts that Wynn forcibly bought back at a steep discount after producing a report that said Okada had engaged in "improper" activities.

The battle that erupted in January when Okada sued Wynn for denying him access to key financial documents has thrown a harsh spotlight on corporate governance in the gambling industry at a time when casinos are mushrooming throughout Asia.

Until Feb. 20, Okada held the largest single stake in Wynn Resorts despite being ousted from Wynn's Macau unit Wynn Macau on Feb. 24. He remains a member of the board at Wynn.

The latest filing is also an attempt to head off efforts to oust Okada from the board. Wynn has already filed a preliminary proxy statement announcing that a special stockholder meeting will be held for the sole purpose of removing Okada. No date has been set, but the company is allowed to call such a meeting with 10 days' notice.

Okada, chairman of Universal Entertainment, said in the filing that Wynn "indulged in fraud, deception, theft and betrayal to maintain control of his gaming enterprises."

Detailed in a 106-page amended counterclaim, Okada said "in the course of trying to illegally force out Aruze USA as Wynn Resorts largest stockholder, Mr. Wynn and Wynn resorts' General Counsel Kimmarie Sinatra committed a series of predicate acts of racketeering, which include fraud, acquiring property under false pretenses, acquiring signatures under false pretenses and other similar wrongful activities."

"This motion for preliminary injunction and our amended counterclaim seeks to protect our investment and restore independent judgment and sound corporate governance to the Wynn Resorts Board," Universal Entertainment and Aruze USA said in a statement accompanying the legal filings.

A Wynn spokesperson was not available to comment.

"PAYING FOR BENEFITS"

Okada, who made his riches in pachinko, a mix between slots and pinball that rakes in about 20 trillion yen ($250 billion) annually, is building his own casino in the Philippines. Wynn, known for building premium casinos like the Bellagio and Mirage in Las Vegas, said Okada went against a Wynn board decision by developing the property, making Okada a direct competitor.

Okada is also setting up a string of fine-dining restaurants in Asia and is in negotiations to build a casino resort in South Korea. Trained as an engineer, he had not previously ventured into developing leisure properties.

Wynn is adding to his properties in Macau by building a $4 billion casino in the world's largest gambling destination.

Okada alleges in the filing that Wynn has failed to explain how a $30 million payment related to Macau was spent and said a $135 million donation to the University of Macau Development Foundation by Wynn could be construed as "paying for benefits" because the date of the donation and the term of Wynn Macau's gaming license in Macau coincide.

A report commissioned by Wynn last year that claimed Okada made improper payments to obtain his Philippine casino license, which could threaten Wynn's own licenses, did not show anything that "could pose a legitimate and imminent danger to Wynn Resorts' gaming licenses," Okada's filing said.

Wynn had also communicated to Okada through intermediaries a few days prior to redeeming Okada's shares that he would be willing to buy the stock at a significant discount.

The filing says Okada disagreed and his shares were then redeemed at a 30 percent discount. The calculation for the discount was done by Moelis & Company whose founder has a long history with Wynn.

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