The Consunji family’s privately-held investment holding company Dacon Corporation is planning to kick off its P1.94 billion tender offer for the minority shares of Cemex Holdings Philippines Inc. (CHP) next month.
In a disclosure to the Philippine Stock Exchange, CHP said it has received a copy of the Mandatory Tender Offer Report of Dacon which intends to acquire up to 1.37 billion CHP shares representing approximately up to 10.14 percent of its issued and outstanding common shares at the estimated price of P1.42 per share.
The tender offer for CHP stock held by shareholders other than Cemex Asian South East Corporation will run from October 23, 2024 to November 21, 2024 but may be extended subject to the prior approval of the Securities and Exchange Commission.
CHP noted that the estimated tender offer price, which is based on the $305.6 million paid by the Consunji group for an 89.86 percent interest in the cement manufacturer, is lower than the P1.74 per share closing price last September 10.
The Consunji Group assured that it has no plans of delisting the shares of CHP from the PSE upon gaining control of the company and intends to keep it as a publicly-listed company.
If the public float of CHP falls below the 10 percent minimum public ownership requirements, Dacon will cause CHP’s newly-elected board of directors to approve a resolution authorizing the conduct of a public offering and the filing of an application for listing of the additional shares with the PSE.
The Consunji Group is considering the sale of a small stake in CHP if its public float falls below the minimum 10 percent after its tender offer.
The group expects to complete the process of acquiring 89.86 percent of CHP by end-November after recently securing the greenlight from the Philippine Competition Commission for the $305.6 million deal.
Once the acquisition is completed, the group will have to undertake a mandatory tender offer for the remaining CHP shares held by minority stockholders and, if shares amounting to just over 0.14 percent are tendered, CHP’s public float will fall below the 10 percent required by the Philippine Stock Exchange for continued listing.
In an interview, DMCI Chief Finance Officer and incoming CHP President Herbert Consunji said the Consunjis’ private holding firm Dacon Corporation is committed to buy all the minority shares tendered, even it will be more than 0.14 percent.
However, he noted that “Dacon will sell a small stake in CHP so that it will remain compliant with the minimum public ownership requirement of the PSE. We will find a buyer.”
Last April, CHP said its indirect parent company, Cemex Asia B.V. has signed a share purchase agreement with DMCI Holdings, Inc., Semirara Mining and Power Corporation, and Dacon Corporation.
This is for the sale of Cemex Asia’s 100 percent stake (42.14 million common shares) in Cemex Asian South East Corporation (CASEC) which owns approximately 89.86 percent of CHP.
DMCI said it is set to acquire a 56.75 percent stake in CASEC, comprising 23.92 million shares, Dacon will secure 32.12 percent or 13.54 million shares, while Semirara SMPC will purchase the remaining 11.13 percent or 4.69 million shares shares.
“Cement manufacturing will be a good, strategic addition to our business portfolio. We can leverage our group's expertise and create new revenue streams from this acquisition,” said DMCI Holdings, Dacon and SMPC Chairman Isidro A. Consunji.
Semirara also disclosed that “The acquisition of CASEC will enable SCC to access a new market for its fly ash and power capacity, and boost its coal sales to the fourth largest cement manufacturer in the Philippines.”