Hong Kong, Manila, Tokyo, 4th July 2023 – First Pacific Company Limited (HKSE: 00142) ("First Pacific"), together with GT Capital Holdings, Inc. (PSE: GTCAP) ("GT Capital"), a Consortium including Mitsui & Co., Ltd. (TYO: 8031) ("Mitsui"), and a management investment group ("MIG") (collectively, the "Bidders") has increased their tender offer price to shareholders in Metro Pacific Investments Corporation ("MPIC") to buy their shares on the Philippine Stock Exchange ("PSE") at a "best and final" price of 5.20 pesos per share from the earlier price of 4.63 pesos per share offered on 26 April 2023. The improved price represents a premium of 37% over the one-year Volume Weighted Average Price ("VWAP") of 3.80 pesos per share and a premium of 57 centavos over the earlier offer price. If successful, the tender would result in MPIC's delisting.
"We regard this new offer as the best and final price the Bidders are able to deliver to MPIC's minority shareholders," said Christopher H. Young, Executive Director of First Pacific. "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."
As a conglomerate, MPIC has historically traded at a discount to the underlying value of its assets with a one-year VWAP to 26 April 2023 of 3.80 pesos per share reflecting recent market sentiment. To comply with the voluntary delisting rules, a PSE-accredited Independent Financial Advisor ("IFA") was appointed by the Bidders and produced a report with a valuation range of 3.37 to 5.10 pesos per MPIC common share. Following a period of consultation in the wake of the earlier tender offer announcement, the Bidders feel that the raised tender offer price provides an improved path to minority shareholders to exit their positions at a sizeable premium to market price.
MPIC shareholders will vote on the delisting application at a Special Stockholders' Meeting ("SSM") to be held in early August 2023 pending confirmation. The tender offer period is expected to begin shortly after approval is obtained and is expected to last twenty (20) business days from the commencement date. The dates of the tender offer period shall be disclosed by the Bidders in the Tender Offer report to be published after obtaining MPIC shareholder approval of the delisting.
The Bidders took the opportunity in their New Notice of Intent to the MPIC Board dated 3 July 2023 to clarify that the purpose of the MPIC shareholder vote for delisting is for the tender offer process to begin, a decision completely separate from a decision to participate in the tender offer. A shareholder voting in favor of delisting still has the choice to tender or abstain from tendering his or her shares during the tender offer process, which can only begin with the approval of two-thirds of total outstanding common shares, with no more than 10% voting against holding a tender.
The Bidders would also like to clarify that the tender offer price is independent of the anticipated MPIC interim dividend for 2023, which is customarily declared by MPIC at the release of its first half results. That is, holders of MPIC common shares would receive both the interim dividend from MPIC and the Tender Offer Price from the Bidders if the shares are tendered and the tender offer conditions are met. For clarity, any interim dividend declared will be paid by MPIC at a payment date decided by the Company to shareholders of MPIC as at the applicable declared record date; the tender offer price will be paid by the Bidders, if the tender offer conditions are met, at a settlement date which will be specified in the Tender Offer Report. The Tender Offer Report will be circulated if and after the MPIC SSM approval is secured.
Under the tender offer, the Bidders would spend up to approximately 54.8 billion pesos or US$986 million for the remaining shares held by the minority shareholders of MPIC. The tender offer values MPIC at 149.2 billion pesos or US$2.7 billion in equity value.
To comply with the voluntary delisting requirements of the PSE, the common shares to be tendered in the tender offer, together with the common shares owned by the Bidders and the qualifying common shares of MPIC's directors, should constitute at least 95% of the total outstanding common capital stock of MPIC, or such percentage as the PSE may allow, to effect the voluntary delisting of MPIC from the PSE. Considering the Bidders' intention to delist MPIC from the PSE, they will not accept any tendered shares unless the threshold for a voluntary delisting is achieved.
| For further information, please contact: | |
| At First Pacific: | |
| John Ryan | Tel: +852 2842 4355 |
| Associate Director | Mobile: +852 6336 1411 |
| Group Chief Investor Relations Officer | |
| Sara Cheung | Tel: +852 2842 4336 |
| Vice President | |
| Group Corporate Communications | |
| At GT Capital: | |
| Investor Relations, Strategic Planning, and Corporate Communications Department | |
| Tel: +632 8836 4500 | |
| At Mitsui & Co., Ltd.: | |
| Corporate Communications Division | Tel: +81-80-5912-0321 |
| © Copyright 1996-2025 irasia.com Ltd. All rights reserved. |
|
DISCLAIMER: irasia.com Ltd makes no guarantee as to the accuracy or completeness of any
information provided on this website. Under no circumstances shall irasia.com Ltd be liable
for damages resulting from the use of the information provided on this website.
TRADEMARK & COPYRIGHT: All intellectual property rights subsisting in the contents of this website belong to irasia.com Ltd or have been lawfully licensed to irasia.com Ltd for use on this website. All rights under applicable laws are hereby reserved. Reproduction of this website in whole or in part without the express written permission of irasia.com Ltd is strictly prohibited. TERMS OF USE: Please read the Terms of Use governing the use of our website. |