Empire Resorts Merger Agreement

The Board of Directors of Empire Resorts encourages shareholders to vote on each of the merger proposals by filling out and returning their proxy card. Shareholders are advised that they should contact Empire Resorts proxy attorney MacKenzie Partners, Inc. at (800) 322-2885 for any questions or assistance in voting on their shares. As part of the proposed merger and in accordance with the merger agreement, eligible shareholders of Empire Common Shares are entitled to US$9.74 in cash by Hercules Topco for each share held in Empire. Hercules Topco is expected to hold all of Empire`s outstanding shares after the U.S.-based casino operator is disconnected from the U.S. Nasdaq Global Select Market at the end of the proposed merger. KUALA LUMPUR, Aug. 20 – Hercules Topco LLC, 49 percent owned by Genting Malaysia Bhd (GenM) through subsidiary Genting (USA) Ltd (GenUSA), has entered into a merger agreement with Empire Resorts Inc., which involves the purchase of Empire`s minority shareholders at $9.74 per share. Shareholders also agreed on Wednesday with executive compensation that “could be payable to the company`s appointed executives after the merger is completed, under existing agreements with the company.” “As part of the proposed merger and in accordance with the merger agreement, the shareholders of Empire Common Shares (other than (i) who have decided to depart from the proposed merger and obtain association rights; (ii) shareholders of cancelled shares; and (iii) KH, GenUSA, JVCo and their respective subsidiaries) are authorized to receive $9.74 in cash from JVCo for each interest held in Empire. GenM announced today in Bursa Malaysia that GenUSA and Kien Huat Realty III Ltd (KH) received 49% and 51% of Hercules Topco`s shares respectively on Sunday (August 18th) in order to complete the delisting project of US casino operator Empire as part of a proposed merger. “As part of the merger agreement, JVCo and Empire will make efforts to remove Empire`s common shares from the Nasdaq Global Select Market and disconnect Empire`s common shares in accordance with the United States Securities and Exchange Act of 1934, as amended, following the successful merger,” GenM said.

KUALA LUMPUR (August 20): Genting Malaysia Bhd (GenM) handles related party activities (RPT), which involve the acquisition of Empire Resorts Inc. and the subsequent decommissioning of the company by a proposed merger. From the date of the record for the special assembly, which votes in a single class, you vote in favour of the merger proposal. As part of the implementation of the merger agreement, Kien Huat entered into a consultation agreement with the company, under which Kien Huat agreed to choose his share share in the voting action, subject to the limits set in the voting agreement.