Metro Pacific Investments Corp. (MPIC) said a consortium composed of shareholders and new investors is set to issue a tender offer on publicly-owned shares of the company in preparation for delisting.
The company said the consortium of company owners – Metro Pacific Holdings Inc. (MPHI), GT Capital Holdings Inc. Mit-Pacific Infrastructure Holdings Inc. (MPIH) and MIG Holdings Inc. (MIG) – is offering to buy shares of the company owned by the public at P4.63 per common share on an all-cash basis.
“The tender offer shall cover all outstanding common shares of MPIC, other than the common shares owned by the bidders and the qualifying common shares of the directors of MPIC,” the company said.
The tender offer price represents a 22 percent over the its one-year volume weighted average price (VWAP). MPIC shares last traded at P4.26 per share on Wednesday. Its trading is suspended for a day as requested by the company.
“The bidders stated in the tender offer notice that they believe that the tender offer and voluntary delisting of MPIC will allow existing shareholders to sell their common shares and realize their investment, in cash, at a premium to the current trading price of the common shares,” MPIC said.
The consortium in a separate statement said delisting MPIC will align it better with the “objectives” of the group of continuously investing in long-term infrastructure projects supporting sustainable economic growth in the Philippines.
“For Mitsui, it is a unique opportunity to acquire a portfolio of assets encompassing core infrastructure such as power, water, and tollways in a market that is expected to enjoy sustained economic growth in the years ahead. Mitsui’s leading capabilities and expertise in the global infrastructure business will further contribute to solidifying MPIC’s unparalleled offerings and position in the Philippines. First Pacific and GT Capital warmly welcome the long-term value and synergies offered by the strategic partnership with Mitsui,” it said.
Mitsui’s unit Mit-Pacific Infrastructure Holdings, a joint venture between Mitsui and Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development, is buying 20 percent of MPIC through the tender offer.
The consortium also said Hong Kong-listed First Pacific, through MPHI will spend approximately $90 million to increase its stake in MPIC by as much as 3.8 percent through the tender offer.
GT Capital will spend $70 million to increase its stake to 20 percent.
The tender offer values MPIC at P133 billion in equity value, the consortium said.
“The bidders informed MPIC that to comply with the voluntary delisting requirements of the PSE (Philippine Stock Exchange), an independent valuation report and fairness opinion shall be rendered to support the tender offer price,” it added.
MPIC said the consortium will not accept any tendered shares unless it can get the necessary volume of shares of stocks to conduct a voluntary delisting, at 95 percent of the total issued and outstanding capital stocks, unless it receives an exemptive relief from the PSE.
MPIC has a total of 28.7 billion shares of which 38.51 percent is publicly-owned.
