The bidders for the publicly-held shares of Metro Pacific Investment Corp. (MPIC) have sought to delay the shareholders’ approval to take the company private.
In its disclosure, MPIC said it received a notice from the bidders’ consortium Metro Pacific Holdings Inc., MIG Holdings Inc., GT Capital Holdings Inc. and Mit-Pacific Infrastructure Holdings Corp. to delay the shareholders vote to delist the company from the Philippine Stock Exchange (PSE).
This after the bidders commissioned the preparation of a third party fairness opinion and valuation report on the company for the tender offer, which is not yet ready.
MPIC said it accepted the request to delay the said vote.
The consortium is offering to buy stocks of shareholders at a price of P4.63 per share, which earned criticisms from investors who said the price was “very low.”
The tender offer price, the consortium said, takes into consideration the voluntary delisting rules of the PSE and represents a premium of 22 percent over the 12-months volume-weighted average trading price of MPIC on the PSE.
MPIC shares closed Thursday at P4.37 apiece. The shareholders’ vote was supposed to happen during MPIC’s annual stockholders’ meeting (ASM) on June 6.
“Unfortunately, the (third party) report has not been finalized and the bidders will not be able to provide a copy of the same to the company before the ASM,” MPIC said.
Instead, the consortium will request for the holding of a special shareholders’ meeting (SSM) at a later date after the report is finalized.
“They noted that deferring the shareholder approval will allow the report to be made available prior to the SSM and thus provide shareholders an opportunity to study the same and better appreciate the basis for the tender offer price and the proposed voluntary delisting.”
In late April, First Pacific Co. Ltd. together with GT Capital Holdings Inc., a consortium including Mitsui and Co. Ltd. and a Management Investment Group led by Manuel V. Pangilinan, launched a tender offer to MPIC shareholders.
Under the tender offer, First Pacific, through its Philippine affiliate, Metro Pacific Holdings Inc. (MPHI), would spend approximately $90 million to increase its stake in MPIC by as much as 3.8 percent, using internal financial resources. MPHI owns 46.1 percent of MPIC.
GT Capital would increase its stake to a maximum of 20 percent from the current 17.1 percent by paying some $70 million in the transaction for the residual 2.9 percent, funded through internal cash.
Mit-Pacific Infrastructure Holdings Corp., a joint venture of Mitsui and Japan Overseas Infrastructure Investment Corporation for Transport and Urban Development, would buy up to 20 percent of MPIC under the tender offer, becoming a shareholder for the first time.
The management investment group of Pangilinan would buy up to 10 percent.
