Lopez Holdings Corp. said it may no longer delist from the Philippine Stock Exchange after unit First Philippine Holdings Corp. (First Holdings) reduced the amount of shares it will buy in its tender offer.
The company said First Holdings has now capped its planned acquisition of publicly-owned shares at 34.5 percent compared to the previously announced 45.56 percent.
It is buying the shares at P3.85 apiece. Lopez Inc., the ultimate mother company for both Lopez Holdings and First Holdings has agreed not to tender its common shares.
First Holdings said the reduction “will remove the risk of Lopez Holdings falling below the required minimum public ownership and dispense with the need to pursue its petition for a voluntary delisting.”
“We wanted to remove the seeming pressure that some shareholders of Lopez Holdings may have felt from the plan to delist the company. We want the market to freely decide if they want to avail of the tender. It bears stressing that the tender offer price is at a significant premium to the market price right before the tender was announced and is even at the higher range of the valuation provided by the independent financial adviser, KPMG, as accredited by the Exchange,” said Francis Giles Puno, First Holdings president.
The tender offer price represents a 25 percent premium over Lopez Holdings’ closing share price of P3.08 on Nov. 27, 2020, and a 41 percent, 43 percent and 36 percent premium over its three-month, six-month and 12-month volume weighted average price of P2.74, P2.69 and P2.82, respectively.
The tender offer period is set to run between January 22 and February 19, 2021.
The transaction will then be crossed at the Philippine Stock Exchange platform by eight business days after the close of the tender offer, or not later than March 4, 2021, settled on the 10th day after the close or not later than March 8, 2021, “subject to any extension of the tender offer period with the approval of the Securities and Exchange Commission (SEC).”
First Holdings said its tender offer is dependent on regulatory approval including a Philippine Competition Commission (PCC) decision that the Tender Offer constitutes an internal restructuring, and is thus exempt from PCC notification and clearance, or that should it requires compulsory notification, the PCC have rendered a decision the tender offer will not result in substantial lessening of competition, and shall not impose any conditions on the company, its parent firm Lopez Inc., or any of its subsidiaries, affiliates, respective directors or employees.
Lopez Holdings, formerly Benpres Holdings Corp., listed on November 25, 1993 has a total outstanding shares of 4.54 billion shares of which 43.32 percent are publicly-owned, data from the PSE shows.
Lopez Holdings was incorporated in 1993 by the Lopez family to serve as the holding company for investments in major development sectors. Its major investees are publicly listed ABS-CBN Corp., and First Philippine Holdings.