MPIC said its board including all four independent directors “unanimously approved a resolution authorizing the filing of an application for voluntary delisting with the Philippine Stock Exchange.”
The PSE approved the request of the MPIC for a voluntary trading suspension of its shares from July 4, 2023, at 9 a.m. to July 5 at 9 a.m.
The voluntary trading suspension is requested to allow the disclosure to be disseminated to the investing public (including shareholders in different time zones) who may learn about the disclosures at a later time, and to give the trading participants and the investing public time to study the company’s recent disclosures before transacting the common shares of the company.
MPIC received an updated tender offer from a consortium consisting of Metro Pacific Holdings Inc., GT Capital Holdings Inc., Mit-Pacific Infrastructure Holdings Inc. and MIG Holdings Incorp., at a “best and final” price of P5.20 per share, up 12 percent from the earlier offer of P4.63 per share on April 26, 2023.
MPIC last traded at P4.63 per share on July 3.
The improved price, according to GT Capital, one of the members of the consortium, represents a premium of 37 percent over the one-year volume-weighted average price of P3.80 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 Young, executive director of First Pacific Company Limited. “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.”
GT said under the tender offer, the bidders would spend up to approximately P54.8 billion or US$986 million for the remaining shares held by the minority shareholders of MPIC. The tender offer values MPIC at P149.2 billion or $2.7 billion in equity value.
MPIC also said the board “unanimously approved to schedule the holding of a Special Stockholders’ Meeting (SSM) on Aug. 8, 2023, with a record date of July 18, 2023.”
Should the shareholders approve the resolution to delist MPIC from the PSE during the SSM, the bidders will launch the tender offer immediately thereafter.
MPIC is an infrastructure investment company with holdings in Manila Electric Co., Metro Pacific Tollways Corp., Maynilad Water Services Inc. and Metro Pacific Health Corp., among others.