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Macau Success and SBI Holdings Form Strategic Partnership in Ponte 16 To Create a New Force for Business Expansion.


HONG KONG Hong Kong (hŏng kŏng), Mandarin Xianggang, special administrative region of China, formerly a British crown colony (2005 est. pop. 6,899,000), land area 422 sq mi (1,092 sq km), adjacent to Guangdong prov.  -- Macau Success Limited ("Macau Success" or "the Company"; Stock Code: 00487.HK) today announced that on 7 July 2008, Favor Jumbo jum·bo  
n. pl. jum·bos
An unusually large person, animal, or thing.

adj.
Unusually large: jumbo shrimp; a jumbo jet.
 Limited ("Favor Jumbo"), an indirect wholly-owned subsidiary of the Company, as vendor and the Company as Favor Jumbo's guarantor guarantor n. a person or entity that agrees to be responsible for another's debt or performance under a contract, if the other fails to pay or perform. (See: guarantee)


GUARANTOR, contracts. He who makes a guaranty.
     2.
 signed a conditional Sale conditional sale n. a sale of property or goods which will be completed if certain conditions are met (as agreed) by one or both parties to the transaction. Example: Hotrod agrees to buy Tappit's 1939 LaSalle for $1,000 cash if Tappit can get the car running by  and Purchase Agreement ("S&P Agreement") with SBI SBI Special Background Investigation
SBI Subsidiary Body for Implementation
SBI State Bank of India
SBI Secure Border Initiative
SBI Small Business Institute
SBI Stockholm Brain Institute
SBI Serious Bacterial Infection
SBI Society of Breast Imaging
 Macau Holdings Limited ("SBI Macau"), a wholly-owned subsidiary of SBI Holdings, Inc. ("SBI Holdings"). This transaction represents a strategic partnership which creates a new force in the gaming, entertainment and tourist-related industries of Macau and beyond.

Pursuant to the S&P Agreement, SBI Macau conditionally agreed to purchase 4.55% of the entire issued share capital of Golden Sun Profits Limited ("Golden Sun"), a company wholly-owned by Favor Jumbo, at a consideration of approximately HK$92.5 million. Besides, SBI Macau conditionally agreed to accept the assignment of all rights, title, interests and benefits of 4.55% of the entire amount of the interest free shareholder's loan owing by Golden Sun to Favor Jumbo at a consideration of approximately HK$37.5 million. The total consideration of this transaction is HK$130 million. Golden Sun indirectly holds approximately 44% equity interest in Pier 16 - Property Development Limited ("Pier 16 - Property Development") which is principally engaged in the investment, development and operation of the Company's flagship project, Ponte 16. The transaction consideration was arrived at after arm's length arm's length adj. the description of an agreement made by two parties freely and independently of each other, and without some special relationship, such as being a relative, having another deal on the side or one party having complete control of the other.  negotiation between Favor Jumbo and SBI Macau mainly with reference to the valuation in respect of the property held by Pier 16 - Property Development and the net asset value of Golden Sun.

Favor Jumbo, Macau Success, SBI Macau, SBI Holdings and Golden Sun will enter into a Shareholders' Agreement shareholders' agreement n. an employment agreement among the shareholders of a small corporation permitting a shareholder to take a management position with the corporation without any claim of conflict of interest or self-dealing against the shareholder/manager.  upon completion of the said transaction. Pursuant to the agreement, Favor Jumbo will, in consideration of HK$1 to be paid by SBI Macau, grant SBI Macau the right to require Favor Jumbo to purchase or procure To cause something to happen; to find and obtain something or someone.

Procure refers to commencing a proceeding; bringing about a result; persuading, inducing, or causing a person to do a particular act; obtaining possession or control over an item; or making a person
 the purchase from SBI Macau of the Put Interest, being the legal and beneficial ownership of SBI Macau's entire equity interest in Golden Sun and the entire amount of shareholder's loans owing by Golden Sun to SBI Macau. The said Put Option can be exercised starting from the fifth anniversary of the entering into of the Shareholders' Agreement and ending on the day falling two months thereafter.

Mr. Hoffman Ma, Deputy Chairman and Executive Director of Macau Success, said, "We are very pleased to have established a strategic partnership with SBI Holdings and we are honoured to be working with such experts in finance and property. We can definitely benefit from SBI Macau's extensive experience in asset management and real estate development; whereas SBI Holdings can provide funding and investment recommendations to Ponte 16."

Upon completion of the said transaction, the Company and its subsidiaries ("will record unaudited net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 of approximately HK$127.5 million. The Company intends to use it for general working capital and to fund any potential business opportunities available to the Company in the future.

On 7 July 2008, Macau Success also entered into the Letter of Intent ("LOI LOI Letter of Indemnity (international trade and carriage business)
LOI Letter Of Intent
LOI Loss On Ignition
LOI Letter of Inquiry
LOI Lack Of Information
LOI Lack of Interest
LOI Letter of Invitation
LOI List Of Items
") with SBI Holdings in relation to the future investment or carrying on of any casino and related entertainment and resort business as well as real estate business in Japan. In view of the growth potential in travel and entertainment related business opportunities in Japan and the synergies that might be created by putting the expertise of both Macau Success and SBI Holdings together, the Directors consider that it is in the interests of the Company to enter the LOI.

"We believe this transaction offers a mutually beneficial Adj. 1. mutually beneficial - mutually dependent
interdependent, mutualist

dependent - relying on or requiring a person or thing for support, supply, or what is needed; "dependent children"; "dependent on moisture"
 relationship. Together with this reputable Japanese partner, SBI Macau, we are well positioned to expand our gaming business in Japan once gaming licenses are granted in the future. We are confident that this strategic move will accelerate our growth strategy and provide long-term returns for our shareholders," concluded Mr. Ma.

About Macau Success Limited

Macau Success Limited (Stock Code: 00487.HK), being the flagship of Success Universe Group, is currently involved in cruise leasing and management business, travel business, and is actively expanding its business in gaming, entertainment and tourist-related industries in Macau.

The Group owns a 9-deck cruise ship, M.V. Macau Success, which is based in Hong Kong. The ship features a world-class casino and various spectacular entertainment facilities.

With regard to its travel business, the Group offers a wide range of one-stop travel services to customers through Travel Success Limited in Hong Kong and Travel Success (Macau) Limited in Macau respectively.

The Group is actively developing its flagship project, Ponte 16 in Macau, in partnership with SJM SJM Svalbard (ISO Country code)
SJM Swadeshi Jagran Manch (India)
SJM Scandinavian Journal of Management
SJM Single Jewish Male
SJM Strategic Journey Mapping
 - Investimentos Limitada ("SJM - Investimentos"), a wholly-owned subsidiary of Sociedade de Jogos de Macau, S.A., and Maruhan Corporation ("Maruhan"). Owned approximately 44% by the Group, 51% by SJM - Investimentos and approximately 5% by Maruhan, Ponte 16 is a world-class integrated casino-entertainment resort. It comprises a five-star luxury hotel - Sofitel Macau at Ponte 16, a casino and renowned restaurants in Phase One, while recreational facilities Noun 1. recreational facility - a public facility for recreation
recreation facility

facility, installation - a building or place that provides a particular service or is used for a particular industry; "the assembly plant is an enormous facility"
, a shopping arcade and a European themed promenade will be opened in Phase Two.

About SBI Macau Holdings Limited

SBI Macau Holdings Limited is wholly-owned by SBI Holdings, Inc. and is principally engaged in asset management, real estate development, provision of investment consultancy service, and import and export trading. SBI Holdings and its subsidiaries are engaged in asset management, primarily through SBI Investment Co., Ltd., one of the largest venture capital firms Name Location Founding date Managing Partners/Directors Specialty Capital managed
5AM Ventures Menlo Park, CA; Waltham, MA 2002 John Diekman, PhD (managing partner), Scott Rocklage, PhD (managing partner), Andrew Schwab (managing partner) life sciences $200M [1]
 in Japan; brokerage and investment banking, mainly through SBI E* TRADE SECURITIES Co., Ltd., the largest online securities company in Japan; housing and real estate business; and provision of other financial services The examples and perspective in this article or section may not represent a worldwide view of the subject.
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Date:Jul 13, 2008
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