2GO Group, Inc. (2GO) has formally asked the Philippine Stock Exchange to allow it to voluntarily delist its shares on July 17, 2023 after securing all the regulatory requirements and complying with the mandatory tender offer.
In a disclosure to the PSE, 2GO said its petition for voluntary delisting comes with the full support of its two major shareholders SM Investments Corporation (SMIC) and Trident Investments Holdings Pte. Ltd. (Trident).
SMIC conducted the voluntary tender offer last March and April for up to 378.82 million 2GO common shares constituting 15.39 percent of the issued and outstanding common stock of 2GO (Tender Offer).
The tender offer price was P14.64 per share based on the fairness valuation report prepared by BPI Capital Corporation.
Last February 28, the Board of Directors of 2GO approved the Voluntary Delisting and this was also approved at 2GO’s annual shareholders’ meeting last April 18 by shareholders owning 97.86 percent of the outstanding common stock of the Company.
During the Tender Offer Period, a total of 352.69 million common shares or approximately 14.32 percent of the total issued and outstanding common stock of 2G0 were tendered and accepted by SMIC which purchased the shares for a total of P5.16 billion last May 10.
2Go said it has complied with the PSE’s Amended Voluntary Delisting Rules by securing the approval by at least two-thirds of the entire membership of the Board of Directors of the Company, including all of its independent directors.
In addition, the Voluntary Delisting was approved and ratified by stockholders owning 97.86 percent of the outstanding common stock of 2GO.
During the Tender Offer Period, SMIC offered a price of P14.64 per common share of 2GO, which is the highest valuation based on the fairness opinion report dated March 3, 2023 prepared by BPI Capital, an independent financial adviser duly accredited by the PSE, and is higher than the volume weighted average price of 2GO listed shares for one year immediately preceding the date of disclosure of the approval by 2GO's Board of Directors of the Voluntary Delisting.
While Trident did not participate in the Tender Offer, Trident is one of the proponents of the Voluntary Delisting, together with SMIC.
As a result of the Tender Offer, SMIC and Trident now own 98,94 percent, well over the 95 percent of the outstanding common stock of 2GO required for a Petition for Delisting.
SMIC now owns 1.65 billion 2GO shares or 67.21 percent of its outstanding capital while Trident owns 781.12 million shares equivalent to 31.73 percent.