PXP Energy Corp. said its board approved the issuance of 430,243,903 common shares in exchange for Tidemark Holdings Ltd.’s 24,125,383 shares in Forum Energy Limited.
PXP Energy said in a disclosure to the Philippine Stock Exchange (PSE) yesterday that after the share swap, the company’s effective interest in Forum Energy will increase from 77.88 percent to 97.88 percent while its effective interest in service contract (SC) 72 will go up from 54.5 percent to 68.5 percent.
Tidemark will then own 18 percent of the resulting total issued and outstanding capital stock of PXP Energy.
The aggregate value of shares to be issued and exchanged between PXP Energy and Tidemark’s Forum Energy are both at P1.56 billion.
The parties have a share swap ratio of approximately 17.8337 PXP Shares for every one Tidemark Forum Energy share which is supported by a valuation report and was confirmed by a fairness opinion issued by PwC Philippines – Isla Lipana & Co.
However, PXP Energy said the proposed share swap and a suggested increase in the number of board seats will be submitted for shareholder approval in a meeting next month.
Tidemark is a wholly-owned subsidiary of PSE-listed Atok Big Wedge Co. Inc. Both shareholders of Forum Energy.
Forum Energy, through its wholly-owned subsidiary Forum Ltd., is the designated operator of SC 72 with a 70 percent participating interest.
