THE CONSORTIUM of companies that offered to take Metro Pacific Investments Corp. (MPIC) private may still quote a price different from what it offered minority shareholders of the listed conglomerate, its top official said, as he expects a restart of the delisting process.
Manuel V. Pangilinan, MPIC president and chief executive officer, told reporters on Tuesday that the bidders are “back to square one” as their selected independent financial advisor (IFA) was rejected by the Philippine Stock Exchange (PSE).
“The process will restart after the IFA has determined the price. They would probably give a range from X to Y, and they would have to submit that again to the PSE and the SEC (Securities and Exchange Commission),” he said on the sidelines of the company’s annual stockholders meeting.
In April, the bidding consortium offered to acquire MPIC common shares at P4.63 apiece, which represents a 22% premium over the company’s one-year volume-weighted average price. MPIC shares rose by 0.45% or two centavos to P4.46 apiece on Tuesday.
Mr. Pangilinan, who is also MPIC chairman, said the bidders are likely to appoint a new IFA, resulting in a restart of the delisting process when the new advisor has determined the tender offer price.
He said the previous independent advisor was not considered “independent enough” as it had conducted business with the shareholders of MPIC and some of the bidders.
“We have been given an accredited list… and there are probably only two that have not done much work or no work for us, so they would probably narrow it down to [one of them],” he said.
The selection of a new advisor comes after GT Capital Holdings, Inc. — which is a member of the bidding consortium along with Metro Pacific Holdings, Inc., MIG Holdings Inc., and Mit-Pacific Infrastructure Holdings Corp. — sent a notice to MPIC last week to postpone shareholders’ voting for or against its delisting, which was initially set on June 6.
GT Capital said that the fairness opinion and valuation reports for the tender offer on the minority shares had not yet been completed in time for the company’s annual stockholders’ meeting. MPIC accepted the consortium’s request for voting during a special stockholders’ meeting at a later but unspecified date.
MPIC has yet to determine a date for the special meeting, Mr. Pangilinan said, but “hopes” to complete the delisting process within the year.
The consortium said that once the reports have been finalized, another notice of intent will be submitted to undertake a tender offer, which will replace the one it previously sent.
Under the initial tender offer, First Pacific Co. Ltd., through Metro Pacific Holdings, will spend around $90 million to increase its stake by as much as 3.8%, while GT Capital will pay $70 million for an additional 2.9% stake. Mit-Pacific Infrastructure Holdings will buy up to 20% and MIG Holdings will acquire up to 10%.
The consortium would need to achieve 95% tender offer acceptance from minority shareholders for the voluntary delisting.
MPIC is one of the three key Philippine units of Hong Kong based First Pacific, the others being Philex Mining Corp. and PLDT Inc.
Hastings Holdings, Inc., a unit of PLDT Beneficial Trust Fund subsidiary MediaQuest Holdings, Inc., has a majority share in BusinessWorld through the Philippine Star Group, which it controls. — Adrian H. Halili
