VuQo drops backdoor listing, Nextstage merger plans

MANILA, Philippines - Coconut Vodka-maker VuQo Inc. is no longer going public via backdoor listing.

The company behind the popular Playboy Spirits will remain a private firm, dropping its plan to merge with listed holding firm Nextstage Inc.

“At the special meeting of the stockholders on Feb. 7, the stockholders approved the motion to scuttle the proposed plan of merger recommended by the board of directors,” Nextstage said in a disclosure.

Last month, Nextstage’s board of directors approved the merger plan with VuQo which would have been completed in the first quarter.

“However, recent developments have made the planned merger less feasible, especially with the requirement of the Philippine Stock Exchange (PSE) for a conduct of a follow-on offering prior to acceptance of any private placements,” Nextstage said.

Specifically, the lengthy period from the public share sale “would fail to satisfy the urgent key needs of VuQO of immediate funding to start operations,” Nextstage said.

Under the PSE’s revised rules, firms debuting in the local bourse via backdoor route should first offer shares to the public before conducting a share sale to select investors.

Backdoor listing, also called a reverse takeover, occurs when a private firm acquires on merger with a listed company and changes the primary business of the listed entity. It is a cheaper and faster way for a private company to join the exchange.

For its part, VuQo already received an offer of direct equity investment provided that it remains an unlisted entity.

“In light of this, the corporation would be withdrawing from the merger process,” Nextstage said, adding that it would not block any funding possibility to get VuQo operations going.

In April 2013, VuQo signed a licensing agreement with Playboy Enterprises to develop a premium Playboy Vodka that will be distributed in various countries including Australia, Japan, Malaysia, New Zealand, the Philippines, Singapore, South Korea, Thailand and Vietnam.

“(Nextstage) will continue to implement the business plan... to maximize its structure as holding company and focus on the ASEAN region and other Asian involvements,” the firm said.

Nextstage said it will expand its holdings in information technology to include ventures in energy and power-related holdings, agri-business and real estate.

Nextstage will be changing its name to Jackstones Inc. and double its authorized capital stock to P1 billion.

Nextstage earlier announced that it is preparing for the company’s revitalization through acquisitions. Specifically, it plans to secure up to 100 percent of digital signage firm In-store Digital Display International Inc., a minimum of 40 percent of digital marketing firm Snapworx Digital Inc. and a minimum of 19 percent of mobile phone marketing company Mobext Inc.

The listed firm was originally incorporated in 1964 as Pacific Cement Co. Inc. to engage in the manufacture and trading of cement and related products.

It changed its name to Pacemco Holdings Inc. and its corporate purpose to that of a holding firm in 2000, also the year when Pacemco merged with Nextstage.