By Adrian H. Halili
THE CONSORTIUM of companies that intend to acquire greater control over Metro Pacific Investments Corp. (MPIC) and take it private has sent a higher tender offer price of P5.20 per share.
In a regulatory filing on Tuesday, MPIC said the new offer went up by 12.3% from the P4.63 per share initially offered by the consortium, which is backed by First Pacific Co. Ltd., GT Capital Holdings, Inc., and Mitsui & Co. Ltd.
The consortium consisting of Metro Pacific Holdings, Inc., GT Capital, Mit-Pacific Infrastructure Holdings, Inc., and MIG Holdings, Inc. tapped Unicapital, Inc. as the new independent financial advisor (IFA). It produced a valuation range of P3.37 to P5.10 per share.
The new offer price represents a 37% premium over the one-year volume-weighted average price of MPIC common shares and is at a premium of 10 centavos over the highest end of the range provided by the independent advisor.
“The updated notice states that it supersedes the initial tender offer notice that MPIC received from the bidders on April 26, 2023,” the listed conglomerate said.
In a separate disclosure, GT Capital said that under the tender offer, the bidders would spend up to about P54.8 billion or $986 million for the remaining shares held by minority shareholders.
The tender offer values MPIC at P149.2 billion or $2.7 billion in equity value, it added.
The bidders said the raised tender offer price “provides an improved path to minority shareholders to exit their positions at a sizeable premium to market price.”
Shareholders of MPIC will vote on its delisting application during the company’s special stockholders’ meeting on Aug. 8.
“Considering the bidders’ intention to delist MPIC from the PSE (Philippine Stock Exchange), they will not accept any tendered shares unless the threshold for a voluntary delisting is achieved,” the bidders said.
The group would need a 95% tender offer acceptance from minority shareholders for the voluntary delisting.
The company earlier deferred its voting during its annual stockholders’ meeting, which was initially set on June 6.
MPIC President and Chief Executive Officer Manuel V. Pangilinan said earlier that the bidders were “back to square one” as their selected independent financial advisor was rejected by the PSE. The rejection resulted in a restart of the delisting process when the new advisor has determined the tender offer price.
A FAIR PRICE
First Pacific Executive Director Christopher H. Young said in a statement that the new offer is the best and final price the bidders can deliver to MPIC’s minority shareholders.
“Due to the transaction timetable, approvals, and regulatory requirements of the entire process across multiple jurisdictions, there will be no further opportunity to adjust the price,” Mr. Young added.
The new tender offer price is a welcome improvement, said China Bank Capital Corp. Managing Director Juan Paolo E. Colet in a Viber message.
“It signals an earnest desire by the offerors to listen to the market’s clamor for a fair price,” he said.
“Faced with a choice of taking an offer that seems unlikely to be improved further and the prospect of holding a perennially undervalued stock, many minority shareholders will seriously consider tendering their shares,” Mr. Colet added.
Globalinks Securities and Stocks, Inc. Head of Sales Trading Toby Allan C. Arce said the new offer price is already a premium over MPIC’s current market pricing.
Mr. Arce said shareholders might have difficulty selling MPIC shares should it decide to delist.
“Given the relatively favorable news, P5.20 may be attainable once MPIC trading resumes. If market price goes over the P5.20 tender offer price, then [investors] would sell there. If not, [they would] take the tender offer,” Mr. Arce said.
At the local bourse on Tuesday, MPIC requested a voluntary trading suspension, which is to be lifted on July 5. It said the suspension would allow the disclosure to be disseminated to investors and give them and trading participants time to study the recent disclosures before transacting the company’s common shares.
MPIC is one of the three key Philippine units of Hong Kong-based First Pacific, the others being Philex Mining Corp. and PLDT Inc.
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