San Miguel Equity Investments Inc. (SMEII), a wholly-owned subsidiary or San Miguel Corporation has started the P12.66 billion tender offer for shares amounting to 11.5 percent of Eagle Cement Corporation held by minority stockholders.

In a disclosure to the Philippine Stock Exchange, Eagle Cement said SMEII is seeking to mop up 574.88 million Eagle shares at P22.02 apiece after acquiring 88.5 percent of the company from the family of SMC President Ramon S. Ang for P97.4 billion.

The tender offer is mandatory under the Securities Regulation Code for cases involving the acquisition of shares that will give control over a publicly-listed company.

The tender offer started on November 7, 2022 and is initially intended to end on 12 noon of December 5, 2022. During the Tender Offer Period, any Minority Shareholder who tender their shares may offer all or a portion of their common shares in Eagle Cement for acceptance by, and sale to, SMEII.

Tendering Shareholders are permitted to withdraw their Tender Offer Shares at any time while the Tender Offer Period is open.

The accepted Tender Offer Shares are initially intended to be crossed through the PSE five business days after the close of the Tender Offer Period or on December 14, 2022, subject to the approval of the PSE of a special block sale of the Tender Offer Shares.

Subject to the approval by the PSE of the crossing of the Tender Offer Shares, the sale and purchase of the accepted Tender Offer Shares shall be settled also on the Cross Date or on December 14, 2022, subject to any extension of the Tender Offer Period with the approval of the SEC.

“The Tender Offer gives Tendering Shareholders of the Company the opportunity to sell their common shares and realize their investment, in cash, at a premium to the current trading price of the common shares, as of the date of this Tender Offer Report,” Eagle Cement said.

It added that, “The Tender Offer Price represents a 22.16 percent premium over the six-month volume weighted average price and a 20.99 percent premium over the three-month VWAP of the Company’s common shares.

Subject to the approval of the PSE, SMEII intends to proceed to voluntarily delist Eagle Cement from the Main Board of the PSE after the completion of the Tender Offer.

The voluntary delisting its on the condition that SMEII is able to own more than 90 percent of the total outstanding shares of the capital stock of Eagle Cement after the tender offer and the approval of the shareholders of Eagle Cement.

Eagle Cement has requested the PSE to consider the Tender Offer as the tender offer required for a Voluntary Delisting. If approved, SMEII shall no longer conduct a second tender offer for purposes of the Company’s proposed petition for voluntary delisting.