1. Transaction overview Melco International Development Limited (Melco Intl) signed a sale and purchase agreement on 30 April 2026 to dispose of one ordinary share, representing 100 % of MI IP Licensing Services 2 Limited (Target Co), to MCO (IP) Holdings Limited, a wholly-owned subsidiary of Melco Resorts & Entertainment, for US$375.00 million (HK$2.93 billion) in cash. The deal is classified as a discloseable transaction under Hong Kong’s Listing Rules, with the highest applicable percentage ratio exceeding 5 % but below 25 %.
2. Payment structure • US$300.00 million (HK$2.34 billion) was paid on signing. • The remaining US$75.00 million (HK$0.59 billion) will be settled on completion, scheduled for 8 May 2026. • In addition, the purchaser will reimburse the vendor for licence fees accrued from 1 January to 30 April 2026, estimated at US$17.30 million–US$18.00 million (HK$0.13 billion–HK$0.14 billion), payable in two tranches by 18 May 2026.
3. Target Co profile Incorporated in the British Virgin Islands, the Target Co holds a portfolio of trademarks and related IP—covering “Melco”, “新濠”, “Morpheus”, “摩珀斯” and other brand elements—across Macau, the Philippines, Cyprus and additional jurisdictions. The vehicle was newly established; its unaudited net asset value stood at US$13.40 million (HK$0.10 billion) as of 31 March 2026. Licence-fee income attributable to the trademarks was US$6.00 million in FY 2024 and US$32.70 million in FY 2025.
4. Strategic rationale • Streamlining IP ownership by relocating the trademarks to Melco Resorts, which operates the group’s leisure, gaming and entertainment assets. • Aligning IP management with operating entities to improve protection and enforcement across multiple jurisdictions. • Melco Intl retains economic exposure to the assets through its 56.32 % stake in Melco Resorts; post-transaction, the Target Co remains an indirect subsidiary and will continue to be consolidated.
5. Financial impact and use of proceeds Because Melco Intl will still indirectly control 56.32 % of the Target Co, no gain or loss is expected to be recognised in the 2026 consolidated statement of profit or loss. Net proceeds will be applied to partial repayment of existing bank facilities and for general working-capital purposes, supporting an improved credit profile.
6. Completion and other terms The transaction is unconditional, with completion slated for 8 May 2026. Upon closing, Melco Intl will receive a perpetual, royalty-free licence to continue limited corporate use of the “Melco/新濠” trademarks outside gaming, leisure and hospitality activities. Concurrently, previous trademark licence arrangements with Melco Resorts will terminate.
Melco Resorts intends to finance the acquisition through a mix of internal resources and existing bank facilities.
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