SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 2, 2013
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 1.01. Entry Into A Material Definitive Agreement.
San Lotus Holding Inc. Letter of Intent
On February 2, 2013, our wholly-owned subsidiary, Green Forest Management Consulting Inc., a Taiwan (R.O.C.) corporation (“Green Forest”), entered into a non-binding letter of intent (an “LOI”) with Yao De International Recreation Incorporation (“Yao De”) to acquire 100% ownership in Royal Country Club golf course, a 206 hectare golf course in Touwu Township, Maoli County, Taiwan (R.O.C.) (the “Subject Land”). The Subject Land is owned by Yao De and 25 individuals who own minority interests in the Subject Land. Yao De owns the majority of the Subject Land and, while Green Forest has yet to enter into a formal non-binding LOI with the 25 individual owners (the “minority land owners”), Green Forest has reached verbal agreement with all parties concerning its intent to purchase the Subject Land.
The closing of this acquisition is subject to the execution of a definitive agreement with Yao De and the minority land owners. Before we will be able to enter into a definitive agreement, Yao De and the minority land owners must satisfy certain conditions precedent to our satisfaction, including, among other things:
We have yet to determine the amount of consideration we will offer to acquire the Subject Land. Such determination will be subject to negotiating and entering into a definitive agreement. In addition, as a result of the number of conditions precedent to closing, some of which are not under our control, there can be no assurance that we will enter into a definitive agreement or consummate the proposed acquisition. Accordingly, investors should not place undue reliance on this non-binding letter of intent.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are being filed herewith:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.