Shareholders of International Entertainment Corp (IEC) are set to vote on 26 February on a proposed takeover by DigiPlus Interactive Corp, alongside a crucial “whitewash waiver” that would allow the transaction to proceed without triggering a mandatory general offer under Hong Kong takeover rules.

The outcome will determine whether IEC transitions into a DigiPlus-controlled vehicle and potentially reshapes its strategic direction within the regional gaming and digital entertainment landscape.

What’s at Stake: The Whitewash Waiver

Under Hong Kong’s Takeovers Code, a shareholder crossing the 30% ownership threshold is generally required to make a mandatory offer for all remaining shares. DigiPlus’ proposed subscription and related transactions would push its stake beyond that level.

To avoid a costly and time-consuming general offer, DigiPlus is seeking a whitewash waiver, subject to approval by independent shareholders of IEC. If approved, DigiPlus can consolidate control without launching a full buyout.

This structure is common in Hong Kong capital markets when strategic investors recapitalise listed vehicles.

Why DigiPlus Is Expanding

DigiPlus Interactive Corp, best known for its digital gaming and lottery operations in the Philippines, has been accelerating regional ambitions amid robust online gaming growth across Southeast Asia.

By securing a controlling stake in IEC, DigiPlus could:

• Gain a Hong Kong-listed platform for capital access

• Expand into new markets beyond the Philippines

• Diversify into complementary gaming or entertainment verticals

Industry observers note that cross-border structuring through Hong Kong-listed entities remains an attractive route for Southeast Asian gaming groups seeking international investor visibility.

IEC’s Strategic Reset

For IEC, the deal represents more than a shareholder reshuffle. The company has undergone multiple strategic transitions in recent years, including repositioning efforts tied to hospitality and gaming-related investments.

A DigiPlus takeover could:

• Strengthen capital backing

• Realign IEC toward digital-first gaming

• Introduce operational synergies with Philippine online platforms

However, minority shareholders will scrutinise valuation terms, dilution impact and governance structure post-transaction.

Broader Asia Gaming Context

The vote comes amid heightened regulatory sensitivity across Asia’s gaming sector:

• Hong Kong remains a neutral capital markets hub but tightly regulates takeover mechanics.

• The Philippines continues to expand regulated digital gaming.

• Regional policymakers are balancing tax revenues with compliance oversight.

For Asia gaming and IR policy watchers, this transaction highlights a continuing trend: digital gaming groups leveraging public market vehicles to scale regionally while navigating regulatory frameworks carefully.

What to Watch on 26 February

1. Independent shareholder approval of the whitewash waiver

2. Final ownership percentage post-transaction

3. Board composition changes at IEC

4. Forward strategy announcement from DigiPlus

If approved, the deal would mark another step in Southeast Asia’s digital gaming consolidation story — with Hong Kong serving as the capital markets bridge.