Chemical Industries of the Philippines Inc. (CIP) on Wednesday said it is acquiring Tierra Ariana Eco Land Inc. for P100 million.
The company said the acquisition will gain CIP an indirect control over the BPI Paseo de Roxas Condominium Corp., the condominium corporation charged with the management of the Filinvest Financial Center condominium project and the entity with authority to develop the condominium project.
“The ultimate objective of CIP in the transaction is to acquire indirect ownership over the parcel of land covered by Transfer Certificate of Title Number S-89953, registered under the name of the Condominium Corp., and be able to redevelop the Condominium Project through the Condominium Corp.”
Tierra Ariana is the registered owner of 19 out of the 20 condominium certificates of titles in the condominium project, which has been completely demolished.
“Pursuant to Section 2 of Republic Act No. 4726, as well as Article II, Section 1 of the By-Laws of the Condominium Corporation, such ownership vests Tierra Ariana with a 95 percent interest and effective control over the Condominium Corporation. The registered owner of the first floor of the Condominium Project is BPI Family Savings Bank,” it said.
The company said a share purchase agreement was signed last June 21 between CIP president and COO Janice Eunicia C. Roxas-Chua, and other sellers that include Wessex Holdings Corp. and Pacific Unity SDN. BHD, Tierra Ariana and Vital Time International Ltd.
The transaction also includes the execution of a deed of assignment over Tierra Ariana’s accounts payable by its creditor, Vital Time amounting to P835.35 million to CIP for P546.5 million.
The amount of P546.5 million was the consideration agreed upon by Vital Time for the deed of assignment of its credit.
CIP will advance some P65 million to Tierra Ariana for the payment of its outstanding liabilities.
Tierra Ariana, meanwhile, will continue its BPI loan amounting to P1.01 billion after CIP has acquired the company.
“The foregoing acquisition is neither related to nor a continuation of the change of control of CIP that occurred sometime in 2019 and there will be no change in CIP’s board and officers. Moreover, the former and the current management, as well as the current controlling shareholder of CIP are not related to and have no relationship with Tierra Ariana or its directors,” CIP said.
Including the loans, the transaction price amounts to P1.72 billion.
CIP said it has previously paid P100 million to Tierra Ariana as a reservation deposit, which it applied as payment for the purchase price on the shares.
“Tierra Ariana, while under the control of the sellers, shall remit to the sellers the reservation deposit, which shall constitute as full payment and settlement for the sale of the subject shares.”