SEC junks plea to void San Miguel share swap

MANILA, Philippines — The Securities and Exchange Commission (SEC) has ruled in favor of San Miguel Group in a petition filed by a minority shareholder seeking to nullify a share swap transaction between San Miguel Food and Beverage Inc. (SMFB) and San Miguel Corp. (SMC).

In a disclosure to the Philippine Stock Exchange yesterday, SMC said the petition filed by Josefina Multi-Ventures Corp. has been dismissed by the SEC’s special hearing panel for lack of merit.

A copy of the decision dated Feb. 19 was received by San Miguel last Friday.

Josefina Multi-Ventures filed a petition last year seeking to declare null and void the share swap transaction between SMFB and SMC involving the transfer of SMC’s common shares in San Miguel Brewery Inc. and Ginebra San Miguel Inc. and in consideration thereof, the issuance of new SMFB common shares from the increase in SMFB’s capital stock.

SMC has consolidated its food and beverage business under SMFB last year.

SMC and SMFB earlier signed the deed of exchange transferring P336.35 billion worth of SMC shares in the beer and liquor businesses.

SMC agreed to transfer 7.86 billion common shares in San Miguel Brewery and 216.97 million common shares in Ginebra San Miguel to SMFB as part of a move to consolidate the food and beverage business under one subsidiary.

SMFB, in exchange, agreed to issue 4.24 billion shares to San Miguel.

SMFB is behind key brands such as San Miguel Pale Pilsen, San Mig Light and Red Horse for beer, Ginebra San Miguel for gin,  Magnolia for chicken, ice cream and dairy products; Purefoods for processed meat and Monterey for fresh and marinated meats.