Metro Pacific Investments Corp. (MPIC) said investors need not tender their shares if they find the terms of the tender offer of a consortium of investors unacceptable.
The company told the Philippine Stock Exchange (PSE) that even if shareholders vote for the delisting of the company during MPIC’s stockholders meeting on June 6, they are not obligated to tender their shares as requested by the consortium of Metro Pacific Holdings Inc. (MPHI), GT Capital Holdings Inc. Mit-Pacific Infrastructure Holdings Inc. (MPIH) and MIG Holdings Incorporated (MIG).
Mit-Pacific Infrastructure Holdings is a unit of Japan’s Mitsui.
Last month, the consortium offered to buy shares of the company owned by the public at P4.63 per common share on an all-cash basis, 22 percent over its one-year volume weighted average price (VWAP) when the offer was made.
Some investors, however, said the offer price lowballed compared to what they see as the company’s fair price.
“We would like to clarify that shareholder approval for a voluntary delisting is separate from the shareholders’ decision to participate in the tender offer process. Accordingly, the shareholder approval to be obtained during the Annual Stockholders’ Meeting (ASM) on June 6, 2023, enables the tender offer to commence following the ASM,” MPIC said.
MPIC said the delisting will anchor on whether the tender offer will attract 95 percent of all shares of the company, unless it receives an exemptive relief from the PSE to delist even if it does not hit the 95 percent tender offer acceptance threshold for voluntary delisting.
“Moreover, shareholders who vote in favor of delisting at the ASM are not obligated to tender their shares if they do not find the terms of the tender offer acceptable. These are separate decisions that shareholders have to consider,” it said.
“Assuming that the voluntary delisting is approved by the shareholders on June 6, 2023, we understand that the bidders intend to begin the tender offer process immediately. The tender offer period will be for a minimum period of 20 business days,” it added.
MPIC is extending the deadline for proxy submission for the ASM to June 2from May 30 to give shareholders more time to consider the delisting plans in the agenda.
It also said that it will promptly publish the third-party valuation report for the tender offer once it is released by the bidding consortium before the ASM.
