First Philippine Holdings Corporation (FPH) is reducing the shares of Lopez Holdings Corporation it intends to buy through a tender offer to ensure that the public float does not fall below the minimum required to remain listed.
In a disclosure to the Philippine Stock Exchange, Lopez Holdings said FPH has amended its Tender Offer Report from the previous intention to acquire a minimum of 908.46 million common shares representing approximately 20 percent of the total issued and outstanding common shares and up to a maximum of 2.07 billion shares equivalent to 45.56 percent.
“The tender offer will now cover only up to a maximum of 1.57 billion common shares representing 34.5 percent of the total issued and outstanding common shares which is to be acquired from all the shareholders of the Company,” Lopez Holdings said.
The shares to be acquired excludes those owned by its ultimate parent entity, Lopez, Inc. which has agreed not to tender its common shares.
“According to FPH, the reduction will remove the risk of the Company falling below the required minimum public ownership and dispense with the need for the Company to pursue its petition for voluntary delisting of its 4,629,532,611 common shares from the Main Board of the Philippine Stock Exchange filed on December 14, 2020” Lopez Holdings said.
The firm had earlier disclosed that, FPH will buy up to P17.5 billion worth of the public shares of Lopez Holdings which it plans to eventually delist from the bourse.
Lopez Holdings said its Board of Directors acknowledged 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 Lopez common shares from all the minority shareholders at a price of P3.85 per share.
The tender offer is intended to start on January 22, 2021 up to February 19, 2021, said FPHC Vice President and Assistant Corporate Secretary Esmeraldo Amistad.
In this connection, the Lopez Holdings Board has authorized the filing of a petition for voluntary delisting of the Corporation from the Main Board of the PSE.
“It is always a good sign when you see an offer for your shares with a significant premium over the market price,” Lopez Holdings President, Chief Operating Officer and Chief Finance Officer Salvador G. Tirona said.
He added that, “We will be happy for the shareholders who decide to avail of this opportunity to liquidate their investment.”
Tirona noted that, “If FPH’s tender offer is successful, LPZ will be delisted as part of the Lopez Group’s effort to consolidate the ownership of Lopez Holdings and to streamline the Lopez Group’s corporate structure by reducing the number of Group holding companies currently listed on the Philippine Stock Exchange from two to just one.”
FPHC’s Tender Offer Price of P3.85 represents a 25 percent premium over LPZ’s closing share price of P3.08 on November 27, 2020 and a 41 percent, 43percent and 36 percent premium over LPZ’s 3-month, 6-month and 12-month volume weighted average price of P2.74, P2.69 and P2.82, respectively.
The Tender Offer Price also represents a 22perent premium over LPZ’s 6-month closing high as of November 27, 2020 of P3.15.
The Board of Directors of LPZ has approved the engagement of an independent financial advisor to provide a fairness opinion on FPH’s Tender Offer Price.(James A. Loyola)