First Gen Corp.’s independent directors pushed back against critics of its clean energy expansion, stating that the projected annual earnings fully justify the acquisition premium paid to billionaire Enrique Razon Jr.’s Prime Infrastructure Capital Inc.

In a joint press statement, independent board members Alicia Rita Morales, Edgar O. Chua, and Manuel Francisco I. Ayala declared that the ₱61.87-billion valuation agreed upon for First Gen’s 33-percent equity stake “represents an equitable and justifiable consideration for the long years and substantial resources that Prime Infra earlier devoted to complete development activities and remove major risk and hurdles to the PSH projects.”

The independent directors explaimed that the payment structure reflects extensive development milestones already achieved by the Razon-led Prime Infra before First Gen’s entry. These milestones include achieving financial close, obtaining development rights and authorizations, securing offtake agreements, and the commencement of construction.

According to the directors, “These milestones have effectively reduced the risks typical of large-scale infrastructure investments such that First Gen was willing to invest in the projects at the agreed valuation.”

Addressing concerns over the transaction pricing, the directors noted that recognizing such milestones is a typical consideration in mergers and acquisitions and forms a standard part of the acquisition cost.

They added that projected financial returns provide a solid basis for the investment, noting they “are convinced that annual earnings from First Gen’s 33-percent stake in both PSH projects, estimated at ₱16 billion upon project completion, have solid basis.”

The transaction involves two major facilities in Luzon: the 600-megawatt Wawa pumped-storage project in Rizal province and the 1,400-megawatt Pakil project in Laguna.

Together, the developments will inject 2,000 megawatts of combined capacity into the country’s power grid, acting as large-scale energy storage to absorb intermittent renewable energy and reduce dependency on imported fossil fuels. The projects have already been designated as Energy Projects of National Significance by the government.

The independent board members also pushed back against opposition to specific legal stipulations within the deal, particularly a change of management control provision requested by Prime Infra.

The directors described the provision as a “relatively standard clause in contracts for energy infrastructure involving large investments,” calling it a reasonable stipulation to ensure the projects remain continuously backed by the necessary technical expertise and operational track record.

Reaffirming their fiduciary oversight, the three directors stated that they exercised objective and independent judgment throughout the review process.

They concluded that the investment will deliver clear benefits to both First Gen and its stockholders, reiterating that they “stand four-square behind our decision to support both projects, which all members of First Gen board unanimously approved.”