The Unioil Group is folding in its real estate companies into publicly-listed Chemical Industries of the Philippines Inc. (CIP) in an eight-way merger which may result in a backdoor listing.
In a disclosure to the Philippine Stock Exchange (PSE), CIP said it will be merging with seven companies and CIP will end up as the surviving company.
At its special meeting held on Aug. 24, 2023, the Board of Directors of CIP approved the proposed merger of CIP with Unioil Group Inc., Addventure Properties Inc., Citiworld Properties and Development Corporation, Exquadra Inc., Quantumlink Realty Corp., Buklod Realty Corporation, and Rivertanks Inc. (collectively, Constituent Companies), with CIP.
Among the common shareholders of the eight firms are Janice Eunicia C. Roxas-Chua, Angeline L. Co, Geminesse L. Co, Sally L. Co, Eugenius Kevin L. Co, and Ray Anthony Roxas-Chua.
The eight-way merger and other related matters approved to implement the same will be endorsed and presented at the Annual Stockholders’ Meeting for stockholder approval.
“In line with the strategic direction for CIP to become an investment holding company and considering that the Constituent Companies own, hold, and manage various assets for the same ultimate beneficial owners and are part of one group, it is deemed advisable to merge the eight companies, in order to achieve greater efficiency and economy in management and operations,” CIP said.
The merger will be subject to the approval of the Securities and Exchange Commission (SEC) and confirmation of non-coverage for being an internal restructuring by the Philippine Competition Commission.
CIP said it is authorized to issue new shares in exchange of the assets to be received from the absorbed companies as a result of the merger.
However, as of the meeting date, the board has yet to determine the final number of shares to be issued in totality and to each of the absorbed companies, and there is a possibility that the number of shares to be issued may be adjusted. The relevant terms and agreements on the transaction are yet to be determined.
Unioil, an investment company is an indirect shareholder of CIP while real estate firm Addventure has a stake in CIP through Citiworld and their common directors and officers.
Real estate firms Citiworld, Exquadra, and Quantumlink each own 12.78 percent of CIP and also has certain common directors and officers, while property firms Buklod and Rivertanks have the same controlling shareholders and certain common directors and officers with CIP.