Lopez Holdings Corporation has formally filed a petition for voluntary delisting of its 4.63 billion common shares from the main board of the Philippine Stock Exchange (PSE).
In a disclosure to the Philippine Stock Exchange, the firm said the delisting is conditioned on the public float of the company falling below the 10 percent minimum public ownership (MPO) requirement upon the completion of a Tender Offer for its shares by associate First Philippine Holdings Corporation.
The Lopez Holdings Board of Directors had acknowledged last December 1 the conduct by FPH of a Tender Offer to acquire a minimum of 20 percent and a maximum of 45.56 percent of the total issued and outstanding common shares of Lopez Holdings from all minority shareholders at a price of P3.85 per common share.
The tender offer does not include the shares owned by its ultimate parent entity, Lopez, Inc. which has agreed not to tender its common shares.
FPH filed its Tender Offer Report with the Securities and Exchange Commission on December 4. A successful tender may result in a breach of the MPO Rule.
The Lopez Holdings Board has approved the engagement of an independent financial adviser to provide a fairness opinion on FPH’s Tender Offer Price.
The report of said independent financial adviser, KPMG/R.G. Manabat & Co., dated December 14, 2020 was attached to the petition for voluntary delisting.
“It is their opinion that the fair value of the listed common shares of LPZ ranges from P2.34 to P3.92 each as of the cut-off date, September 30, 2020. As such the Tender Offer Price of P3.85 per share is within the computed range of LPZ’s equity value per share,” the firm said.
It added that, “The independent financial adviser deemed the Tender Offer Price ‘fair and reasonable from a financial point of view, as of the cut-off date,’ September 30, 2020.”(James A. Loyola)