THE group of taipan Lucio C. Tan is acquiring the stake held by the minority shareholders in flag carrier Philippine Airlines Inc. (PAL) and its listed parent PAL Holdings Inc.
The move of the Filipino billionaire to launch the voluntary tender offer allows the minority stockholders of both companies to monetize their investment, as in the case of San Miguel Corp. (SMC).
“The voluntary tender offer is intended to provide the minority shareholders of PAL Holdings and PAL with the opportunity to monetize their investment and divest their shareholdings in the two companies,” the camp of the taipan said.
The planned acquisition came after Tan acquired the 49-percent stake of San Miguel Equity Investments Inc. (SMEII) in Trustmark Holdings Corp., which owns 89.78 percent of PAL Holdings.
The transaction will be done through Buona Sorte Holdings Inc. (BSHI) and Horizon Global Investments Ltd. (HGIL), which wholly owns Trustmark.
The Lucio Tan Group, thus owns 88.23 percent of the airline through Trustmark.
The camp of the taipan said its legal counsel advised that there is no legal requirement for BSHI and HGIL to conduct a tender offer for the interest held by the minority shareholders of both PAL Holdings and PAL, since there was no change of control in Trustmark and the extent of its beneficial ownership of PAL Holdings and PAL.
“BSHI and HGIL have decided to voluntary offer to accept and acquire all the issued and outstanding common shares held by any minority shareholder of both PAL Holdings and/or PAL who wish to sell their shares,” the group said.
Sought for further comment, PAL General Manager Jaime J. Bautista said: “The tender offer was launched to give minority shareholders the opportunity to sell their shares if they want to. There is no clamor to exit the airline.”
The purchase prices for the transaction shall be based on the same economic terms as that given to SMEII, and shall be equivalent to the price of the interest previously held by the Ang-led firm.
The most diversified conglomerate in the country is set to exit the airline this month, after it sold its 49-percent interest in Trustmark to Tan for over $1 billion.
Bautista clarified that the parent company of the national flag carrier will remain to be listed, despite the tender offer covering the 10.22-percent public float of PAL Holdings.
“PAL Holdings will remain to be listed. It is not the intention to delist PAL Holdings,” he pointed out.
The Philippine Stock Exchange requires a 10-percent minimum public float.
PAL Holdings successfully dished out an income backflip, after it posted a net profit of P1.49 billion in the second quarter of 2014 from a net loss of P1.08 billion in the same three-month period in 2013.
In the same comparative periods, revenues of the airline operator rose by 47.4 percent to P27.30 billion from P18.52 billion, while operating expenses climbed by a slower P31 billion to P6.04 billion from P19.47 billion.
PAL Holdings shares ended Friday’s trading at P5.77 apiece, soaring 6.46 percent of 35 centavos from P5.42 each on Thursday.
Lorenz S. Marasigan