MPIC gets shareholders’ approval to delist
METRO PACIFIC Investments Corp. (MPIC) shareholders on Tuesday voted to approve the voluntary delisting of the company from the Philippine Stock Exchange (PSE) by October.
“Based on the votes cast, shareholders representing 77.72%, or more than two-thirds of the total outstanding common shares, voted in favor of the delisting proposal,” said MPIC Chairman, President and Chief Executive Officer Manuel V. Pangilinan during the company’s special stockholders’ meeting.
“The requisite number of votes required to approve the delisting of the company on the main board has been met… The proposal to delist the common shares of the company from the main board of the PSE is therefore approved,” Mr. Pangilinan added.
MPIC needs to acquire 95% of its shares from minority shareholders to comply with PSE rules. The delisting tender offer process will begin on Aug. 9 and conclude on Sept. 7 this year. The company expects to be delisted from the PSE on Oct. 9.
This development follows the announcement by a consortium of companies backed by First Pacific Co. Ltd., GT Capital Holdings, Inc., and Mitsui & Co. Ltd., disclosing their intent to buy minority shares as part of their strategy to acquire greater control over the company and privatize it.
“The main hurdle remains getting at least 95% of the outstanding shares to tender. They’ll need to gather enough institutional shareholders to participate in the tender offer to ensure a successful delisting,” China Bank Capital Corp. Managing Director Juan Paolo E. Colet said in a Viber message.
“There is a good chance they will obtain enough shares to proceed with delisting. For minority shareholders, this is their best chance to exit a perennially undervalued stock at a reasonable price,” Mr. Colet added.
The bidders submitted another a tender offer of P5.20 apiece, a 12.3% rise from the initial P4.63 per share.
The new offer price represented 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 consortium had selected Unicapital, Inc. as the new independent financial advisor (IFA), and it provided a valuation range of P3.37 to P5.10 per share.
Unicapital Securities, Inc.’s Senior Equity Research Analyst Carlos Angelo O. Temporal said that there is a need to address concerns regarding meeting the requirement for the company to successfully delist from the main board of the PSE.
“But considering the substantial 12.3% increase in the tender offer price…, the likelihood of delisting has likely improved significantly since then,” Mr. Temporal added.
In a regulatory filing also on Tuesday, GT Capital said that the bidders would spend up to P54.8 billion or $986 million for the remaining shares held by the minority shareholders of MPIC.
The tender offer values MPIC at P149.2 billion, which is equivalent to $2.7 billion in equity value on a 100% basis.
“Allowing MPIC to become private again will permit the company to focus on delivering long-term benefits to various stakeholders inherent in the infrastructure assets it holds and operates,” GT Capital Chief Financial Officer Francisco H. Suarez said in a press release.
AFTER DELISTINGFirst Pacific Executive Vice-President Stanley H. Yang said during the briefing that the consortium aims to maintain its investments in infrastructure.
He reiterated the group’s intention to list Metro Pacific Tollways Corp., Metro Pacific Health Corp., and Maynilad Water Services, Inc.
“As a delisted company, there would be some flexibilities and opportunities for the group to be making investments in businesses,” Mr. Yang said.
Meanwhile, Mr. Pangilinan said that shareholders who choose to retain their shares after the delisting would be subject to capital gains tax and documentary stamp tax.
“There are costs related to keeping your shares post delisting,” he noted.
China Bank Capital’s Mr. Colet said: “[We] expect much of the funds obtained by institutional shareholders to be redeployed into equities.”
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.
On Tuesday shares for MPIC went up by 1.43% to P4.97 apiece. — Adrian H. Halili
