Investors who vote to take MPIC private need not sell their stake

SHAREHOLDERS of Metro Pacific Investments Corp. (MPIC), even if they vote in favor of the company’s delisting, are not obliged to tender their shares to the consortium that wants to take it private.

“These are separate decisions that shareholders have to consider,” the company clarified on Monday.

In a regulatory filing, MPIC said the decision to proceed with the delisting is subject to achieving the 95% tender offer acceptance threshold for voluntary delisting or obtaining an exemption from the Philippine Stock Exchange (PSE).

The investment holding firm made the clarification as its shareholders are set to vote next Tuesday on whether to approve its delisting. It comes after a consortium notified the company on April 26 of an intent to make a tender offer for MPIC’s common shares ahead of taking it private through a voluntary delisting process.

“Assuming that the voluntary delisting is approved by the shareholders on June 6, 2023, we understand that the bidders intend to begin the tender offer process immediately. The tender offer period will be for a minimum period of 20 business days,” it said.

MPIC cited the PSE’s voluntary delisting rules, which require the approval of at least two-thirds of the entire membership of the board of directors, including the majority, but not less than two, of all of its independent directors. Its board unanimously approved the filing of an application for voluntary delisting with the PSE.

The rules also require the approval of stockholders who own at least two-thirds of the total outstanding and listed shares of the listed company. The number of votes cast against the delisting proposal must not be more than 10% of these shares. Voting is set during the company’s rescheduled annual stockholders’ meeting on June 6.

Based on the consortium’s tender offer notice, the bidders are offering to acquire MPIC common shares at P4.63 apiece on an all-cash basis, which represents a 22% premium over the company’s one-year volume-weighted average price. The consortium members are Metro Pacific Holdings, Inc., GT Capital Holdings, Inc., Mit-Pacific Infrastructure Holdings, Inc., and MIG Holdings Inc.

On Monday, MPIC shares slipped by 0.22% or P0.01 to close at P4.45 each.