CEMEX Asian South East Corporation (CASEC) is increasing its stake in Cemex Holdings Philippines Inc. (CHP) to 89.86 percent from 77.89 percent by acquiring an additional 11.97 percent through a P2.1 billion tender offer.
In a disclosure to the Philippine Stock Exchange, Cemex said the tender offer will reduce its public float from the current 22.11 percent to 10.14 percent However, it noted that the tender offer is not being made with the intention of delisting its stock from the PSE even though its resulting public float will be close to the PSE’s minimum public ownership requirement of 10 percent.
CASEC is conducting a voluntary tender offer of up to 1.614 billion CHP shares outstanding at P1.30 per share. Following a successful tender offer, it shall own a maximum of 89.86 percent of the outstanding shares of CHP.
The tender offer will start around Feb. 16, 2023 and last for at least 20 business days or until March 16, 2023. Tendered shares will be crossed at the PSE on March 29 and settled on March 30, 2023.
“The Tender Offer is proposed to be conducted for the purpose of increasing and consolidating the Bidder’s (CSEC’s) interests in CHP, and to provide an opportunity for existing public shareholders to realize their investment, at a premium to the current trading price of the outstanding common shares,” Cemex said.
The Tender Offer Price of P1.30 per Tender Offer Share represents a 51.2 percent premium over the last closing share price on January 23, 2023 of P0.860.
It is a 68.5 percent premium over the one-month volume weighted average price (VWAP) of P0.772, and a 64.5 percent premium over the one-year VWAP of P0.791.
After the conclusion of the Tender Offer, and in line with CEMEX, S.A.B. de C.V.’s (CEMEX) strategy, the CASEC intends to “continue taking steps to optimize and rebalance CEMEX’s asset portfolio in the region where CHP operates, which may include an evaluation of strategic investments or divestments.”
Regarding divestments, CASEC actively evaluates divestment opportunities, and does not rule out that, in the short or medium term, it may sell all of CHP’s shares or cause the divestment by CHP of one or more of the operations or assets to other companies that are part of the group headed by CEMEX or to unrelated parties.
Other than these, CASEC has no plans or proposals which would relate to or would result in any change in the present board of directors or management of the Company including, but not limited to, any plan or proposal to change the number or term of directors, to fill any existing vacancy on the board or to change any material term of the employment contract of any executive officer.
It also has no plans to make any material change in the present dividend rate or policy or indebtedness or capitalization of the Company of “to cause any class of equity securities of the issuer which is listed on an exchange to be no longer listed” or cause the firm “to no longer be subject to the reporting requirements of SRC (Securities Regulation Code) Rule 17.”