The Philippine Stock Exchange has granted the request for voluntary trading suspension of SFA Semicon Philippines Corporation from today, August 22 until 9:00am of August 27, 2024 due to a planned tender offer and delisting.
In a disclosure to the PSE, the firm said the requested suspension will ensure that the investing public would have equal access to the disclosed information.
Parent company SFA Semicon Co. Ltd. (SFA Korea) has notified the company of its intention to make a tender offer for all the outstanding common shares of SFA Philippines owned by the other shareholders other than those owned by the members of its Board of Directors with respect to their qualifying common shares.
The tender offer is for the purpose of the voluntary delisting of SFA Philippines from the Main Board of the Philippine Stock Exchange, Inc. and to request the relevant approvals for the voluntary delisting of the company.
SFA Korea intends to do the tender offer at the price of P2.22 per share which is the higher of the highest valuation of the company’s shares and the volume weighted average price of the company’s shares for one year immediately preceding the date of the Letter of Intent.
The highest valuation is based on the fairness opinion and valuation report dated August 20, 2024 prepared by R.G. Manabat & Co, an independent valuation provider, in accordance with applicable Philippine regulations.
SFA Philippines has 2.05 billion outstanding common shares and a free float level of 10.01 percent. At the tender offer price of P2.22, the tender offer will amount to about P454 million. Its last traded price was P1.50 per share.
At a special meeting held on August 21, 2024, all of the members of the Board of Directors of the Company, including its two independent directors, approved the filing of an application for the Voluntary Delisting.
The delisting is subject to the approval of the shareholders of the company of the voluntary delisting, the completion of the tender offer by SFA Korea.
SFA Korea must also show to the PSE that, following its acquisition of the tendered shares, SFA Korea has obtained a total of at least 95 percent of the total outstanding common shares of SFA Philippines or such percentage as the PSE may allow to effect the voluntary delisting.
At the same meeting, all the members of the board of directors of the company approved to schedule the holding of a special stockholders’ meeting on October 11, 2024, with record date of September 6, 2024, to submit for the approval of the shareholders the filing of an application for the voluntary delisting.
SFA Philippines intends to file with the PSE the petition for voluntary delisting, and SFA Korea intends to launch the tender offer in support of the petition for voluntary delisting, as soon as stockholders’ approval on the voluntary delisting is obtained by the company.