Solar Philippines Nueva Ecija Corp. (SPNEC) has formally approved the proposed asset-for-share swap with its mother company Solar Philippines Power Project Holdings Inc. for its 10,000 megawatts solar power portfolio.
The asset covers over 20 entities, which SPNEC will acquire from Solar Philippines for P60.92 billion worth of shares.
SPNEC said it will give Solar Philippines assets 24.37 billion shares at an issue price of P2.50 per share. It closed Friday’s trading at P1.84 per share.
“This share swap is supported by a third-party valuation and fairness opinion by FTI Consulting Philippines Inc., an independent financial advisor accredited with the Securities and Exchange Commission and Philippine Stock Exchange,” SPNEC said.
“FTI’s track record in valuing renewable energy companies includes having done the valuation for AC Energy’s share swap at P2.37 per share in 2019, prior to AC Energy’s stock price rising to as high as P13 per share,” it added.
Once completed, SPNEC would own shares in companies including: Solar Philippines Calatagan Corp.; Solar Philippines Tarlac Corp.; Solar Philippines Tanauan Corp.; Terra Solar Philippines Inc.; SP Holdings Inc.; Solar Philippines Batangas Baseload Corp.; Solar Philippines Central Luzon Corp.; Solar Philippines South Luzon Corp.; Solar Philippines Visayas Corp.; Solar Philippines Retail Electricity Inc.; Solar Philippines Rooftop Corp.; and Solar Philippines Commercial Rooftop Projects Inc.
Leandro Leviste, Solar Philippines founder, said the asset-for-share swap is being made in a 3:1 ratio of SPNEC shares for each share in the acquired company.
“While we could have issued shares in exchange for the Solar Philippine assets relative to SPNEC’s existing shares at a ratio of 5:1, we have opted for a ratio of only 3:1, resulting in less dilution and greater value per share. We have done so to share more upside with our public shareholders, who we consider to be our partners in building this company for the long term,” he said.
SPNEC is set to propose to shareholders an increase in its authorized capital stock to 50 billion shares from the current 10 billion shares to facilitate the transaction. SPNEC shareholders are set to meet March 7, 2022.
