The Consunji Group intends to buy the publicly-owned shares of Cemex Holdings Philippines Corp. (CHP) at P1.42 apiece through Dacon Corp., while reiterating its plan to keep the cement firm listed post-acquisition.
Publicly-owned shares in CHP amount to 10.14 percent of its issued and outstanding shares or at 1.37 billion common shares.
CHP told regulators the tender offer will run between October 23 and November 21 and will be conducted under Dacon.
DMCI Holdings Inc., the publicly-listed vehicle of the group, in a regulatory filing said in case CHP’s public float falls below the 10 percent minimum threshold following the contemplated mandatory tender offer, “the Consunji Group’s private holding company, Dacon Corp., intends to sell a portion of its CHP shares in order to maintain CHP’s public listing with the Philippine Stock Exchange.”
“We anticipate that the said sale of the CHP shares by Dacon Corp. would happen within six-months after the acquisition of Cemex Asian South East Corp. (CASEC), which is expected to close by the end of November,” DMCI said.
CASEC is CHPs’ direct mother company under the Mexican cement group, Cemex SAB de CV, umbrella, and owns 89.86 percent of CHP.
DMCI Holdings said it is issuing 10 million Class B preferred shares, with a par value of P1, at P1,000 apiece to Dacon to partially finance the acquisition of CHP.
“This issuance is intended to raise P10 billion to finance DMC’s acquisition of 56.75 percent interest in CASEC,” the company said.
DMCI earlier told regulators the preferred shares will carry a dividend rate of 4 percent, paid out quarterly.
The shares will be perpetual with DMCI reserving the option to redeem the shares at issue price starting on the 5th year of the share sale.
The shares will be sold to Dacon through a private placement, payable in one lump sum or in installments, provided that full payment shall be made not later than the closing date for the purchase of shares.
Dacon has the option to convert their holdings to common shares at a valuation of 30 percent premium over the volume weighted average price of the common shares over a 30-day trading period before the conversion date.
The Consunji Group in April offered to acquire CASEC for $305.6 million, through the consortium of DMCI, its unit Semirara Mining and Power Corp., and Dacon.
0 Comments