By Adrian H. Halili
THE CONSORTIUM of companies that plan to take Metro Pacific Investments Corp. (MPIC) private has requested to defer the shareholders’ vote on its delisting to a later date or after the release of a report explaining the basis of the bidders’ tender offer price.
In a regulatory filing on Thursday, GT Capital Holdings, Inc. said the bidders sent a notice to MPIC to delay the voting on the proposed voluntary delisting from the main board of the Philippine Stock Exchange.
GT Capital disclosed on April 27 that its consortium with Metro Pacific Holdings, Inc., MIG Holdings Inc., and Mit-Pacific Infrastructure Holdings Corp. was planning to make a tender offer to acquire all outstanding MPIC common shares other than those they already own.
The latest notice to MPIC said that the fairness opinion and valuation reports for the tender offer on the minority shares have not yet been completed in time for the annual stockholders’ meeting on June 6 when the voting was supposed to take place.
MPIC said the consortium had requested a special stockholders’ meeting, which will be held on a later but unspecified date.
“Deferring the shareholder approval will allow the report to be made available prior to the special shareholders’ meeting and thus provide shareholders an opportunity to study the same and better appreciate the basis for the tender offer price and the proposed voluntary delisting,” the company said.
It said that once the report has been finalized, another notice of intent will be submitted to undertake another tender offer, which will replace the previous notice submitted by the consortium.
The consortium previously offered to acquire MPIC’s common shares at P4.63 apiece, which represents a 22% premium over the company’s one-year volume-weighted average price.
Under the tender offer, First Pacific, through Metro Pacific Holdings, will spend around $90 million to increase its stake by as much as 3.8%, while GT Capital will pay $70 million for an additional 2.9% stake. Mit-Pacific Infrastructure Holdings will buy up to 20% and MIG Holdings will acquire up to 10%.
In a separate disclosure, MPIC said that it had accepted the request to defer the vote to a later date.
“We will inform the shareholders of any material developments on this particular agenda item as necessary,” MPIC said.
The company said earlier that its shareholders are not obligated to tender their shares even if they had voted in favor of delisting. It added that the decision to proceed with the delisting is subject to achieving the 95% tender offer acceptance threshold for voluntary delisting.
ANALYSTS WEIGH IN
Regina Capital Development Corp. Head of Sales Luis A. Limlingan said MPIC might be reconsidering delisting from the stock exchange as many shareholders had opposed the low tender offer price offered by the bidders.
“It seems that the company is reconsidering the tender offer and delisting as many minority shareholders have recently been voicing their opinion regarding the price,” Mr. Limlingan said in a Viber message.
China Bank Capital Corp. Managing Director Juan Paolo E. Colet said the delisting vote’s deferral was the right move to give minority shareholders time to review the fairness opinion and valuation report of the bidders.
“It is also an opportunity for the bidders to reconsider their tender offer price,” he added.
However, Mr. Colet said the minority shareholders are not likely to change their minds unless the tender offer price is improved.
“Many shareholders have already formed a strong view as to what they think MPI is worth,” he said, referring to MPIC’s ticker symbol. “They have done their analysis based on publicly available information and brokerage research reports, and the emerging consensus is that the offer of P4.63 per share does not reflect a fair tender offer price.”
Globalinks Securities and Stocks, Inc. Head of Sales Trading Toby Allan C. Arce said shareholders may still vote in favor of the delisting even after seeing the reports.
“Some shareholders may believe that the benefits of delisting, such as increased flexibility and reduced regulatory oversight, outweigh the costs,” he said in a Viber message.
Mr. Arce noted that other shareholders might be “unwilling to take the risk of staying listed, given the current volatility of the stock market.”
Hastings Holdings, Inc., a unit of PLDT Beneficial Trust Fund subsidiary MediaQuest Holdings, Inc., has a majority stake in BusinessWorld through the Philippine Star Group, which it controls.
On Thursday, shares in MPIC rose by 0.46% or two centavos to P4.37 apiece.