ABOUT THE DISPUTE BETWEEN UNIVERSAL ENTERTAINMENT AND WYNN RESORTS LIMITED
This website, sponsored by Universal Entertainment Corporation (Universal) and Aruze USA, Inc. (Aruze), has been created to provide information about the legal disputes between Universal and Aruze, and Wynn Resorts, Limited (Wynn Resorts).
Universal and its subsidiaries are involved in the planning, development, manufacturing and sales of Pachislot and Pachinko machines in Japan; and development of casino resorts. Universal is registered with the Nevada Gaming Commission as the 100 percent shareholder of Aruze. Aruze was a founding investor in Wynn Resorts, and with approximately 20 percent of total outstanding stock, Aruze is Wynn Resorts’ largest shareholder. Mr. Kazuo Okada, the chairman and director of Universal, is also a director of Wynn Resorts.
At the center of the legal disputes are the efforts by Wynn Resorts’ CEO Steve Wynn to strip Aruze of its shares in Wynn Resorts, and to remove Mr. Okada as a director of the company.
On Feb. 19, 2012, Wynn Resorts filed a lawsuit against Aruze, Universal and Mr. Okada alleging breach of fiduciary duty and related causes of action. This filing was made following the purported redemption on February 18, 2012 by Wynn Resorts of the 24 million shares of Wynn Resorts owned by Aruze at an unsupported and outrageous 30 percent discount from the trading price of the shares at that time.
On March 12, 2012, Universal and Aruze filed a counterclaim against Wynn Resorts, Steve Wynn and the individual members of the Wynn Resorts Board of Directors to nullify the share redemption.
These actions are now before the Nevada State Court.
The United States Securities and Exchange Commission (SEC) has launched an investigation into the $135 million pledge to the University of Macau Development Foundation at a time when Wynn Resorts Macau was seeking local government approval to develop a third casino. The investigation is examining whether this action may have violated U.S. law, including the Foreign Corrupt Practices Act. This donation is suspicious for a number of reasons, including its enormous size, the fact that the 10-year term of the pledge matches precisely the length of the casino license Wynn Resorts was seeking, and because the lead trustee of the University of Macau Development Foundation also has a position in the Macau government which enables him to influence the issuance of gaming licenses. Mr. Okada was the sole director of Wynn Resorts to raise questions about the propriety of this action, and was the only one to oppose it.
The Nevada Gaming Commission is investigating Wynn Resorts for the same reason.
Further information will be added to this website as these matters develop.