Themis Group acquires 23.4% of Ferronoux in P80-million deal

Ferronoux Holdings Inc., a publicly listed shell company controlled by tycoon Michael C. Cosiquien, has sold a 23.4 percent stake to Themis Group Corporation, represented by lawyers.

In a disclosure to the Philippine Stock Exchange (PSE), Ferronoux said its board of directors approved a private placement of shares at a special meeting on Dec. 12, 2024.

Themis is subscribing to 80 million Ferronoux common shares, issued from authorized but unissued capital stock, at a par value of P1 per share, totaling P80 million. The firm's shares last traded at P3.65 apiece.

“The Corporation shall issue the said 80 million common shares to Themis upon execution of relevant subscription agreements upon receipt of 25 percent partial payment as well as payment of Documentary Stamp Taxes,” Ferronoux said.

It added that the 80 million common shares from the private placement will be listed on the PSE after full payment, shareholder approval, and regulatory approval.

As of Sept. 30, 2024, Cosiquien’s ISOC Holdings, Inc. owned a 51 percent interest in Ferronoux. Once this transaction is completed, its stake will be diluted to 36.9 percent of the company’s outstanding capital stock.

With the Themis investment, Ferronoux board directors Jesus G. Chua and Yerik C. Cosiquien resigned and were replaced by Philippe T. Aquino and Abel M. Almario. Both lawyers were also appointed to various board committees, including two of the three seats on the executive committee.

Aquino and Almario are Filipino professionals and partners at M.M. Lazaro and Associates. They also sit as board directors and serve as officers in several corporations.

Aquino has significant corporate experience, having been Vice President and Head of Legal and Compliance at Omnipay Inc., where he also held the roles of Corporate Secretary and Data Protection Officer.

Almario has extensive legal experience, primarily through his long tenure at M.M. Lazaro and Associates, where he rose from an Associate in 1996 to Senior Partner in 2024. He also holds various corporate secretary positions at companies such as Urban Consolidated Constructors Phils. Inc., Maxifix Realty Serv Corporation, Amstream Management Corporation, and Algimar Port Mgt. & Allied Services Inc.

Ferronoux disclosed a week ago that it was in discussions with potential investors as it considered various options, including the sale of the company.

“We have been actively engaging in discussions with several potential investors who have expressed their strong interests in supporting the growth and expansion of our business,” the firm said.

It added, “these discussions are part of our overarching strategy to fortify the company's market position and boost its future potential.”

Ferronoux noted, “at this stage, although we are in negotiations with multiple parties, no final agreements or commitments have been made. We remain open to exploring all strategic options, including the potential sale of the company, provided such a proposition aligns with the best interests of our shareholders and offers a compelling value proposition.”

The firm was incorporated and registered with the Securities and Exchange Commission (SEC) on Dec. 14, 2001, as AG Finance Incorporated.