SEC junks petition to void share swap among SMC firms
MANILA, Philippines — The Securities and Exchange Commission (SEC) has dismissed the petition filed by a minority shareholder against San Miguel Food and Beverage Inc. (SMFBI)
The petition sought to nullify the share swap involving San Miguel Corp. shares in Ginebra San Miguel Inc. and shares of SMFBI.
In a disclosure yesterday, SMFBI said it has been notified by its lawyers that the SEC dismissed the petition for lack of merit.
The minority shareholder, Josefina Multiventures Corp., said SMC should have conducted a tender offer since it acquired about 75 percent of SMFBI under the share swap.
But the SEC ruled that the tender offer rules do not apply to the transaction since there is a de facto merger or consolidation, or that the change in control is merely from direct to indirect.
SMC and SMFBI 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 GSMI to SMFBI as part of a move to consolidate the food and beverage business under one subsidiary.
SMFBI in exchange agreed to issue 4.24 billion shares to San Miguel.
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