MPIC shareholders seek to defer vote on delisting

MANILA, Philippines — Shareholders of Metro Pacific Investments Corp. (MPIC) who are seeking to take the tollways conglomerate private are requesting to defer a crucial vote on the plan to delist the company from the Philippine Stock Exchange (PSE).

They are awaiting the fairness opinion and valuation report after the PSE, in consultation with the Securities and Exchange Commission (SEC), rejected the valuation provider originally tapped by the MPIC shareholders.

Earlier this week, the PSE and the SEC declined to confirm the independence of the MPIC valuation provider, citing “reasons of engagement with other operating departments of the conglomerate or the consortium members.”

As such, the MPIC shareholders or the bidding consortium had tapped a new fairness opinion and valuation report provider to make a final valuation report, which in turn, is needed before the majority of the company’s shareholders can vote on the delisting.

MPIC shareholders consisting of Metro Pacific Holdings, MIG Holdings, GT Capital Holdings and Mit-Pacific Infrastructure Holdings Corp., made a P49-billion tender offer for the 10.5 billion shares held by the public at P4.63 per share.

Against this backdrop, the consortium has requested to hold a special shareholders’ meeting (SSM) at a later date after the report is finalized, which could possibly take a month.

“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,” the consortium said in its notice.

Once the report is finalized, the consortium will then issue a new notice of intent to undertake a tender offer.

The decision on proceeding with the delisting is subject to achieving the 95 percent tender offer acceptance threshold for voluntary delisting or obtaining exemptive relief from the PSE.

Shareholders who vote in favor of delisting are not obligated to tender their shares if they do not find the terms of the tender offer acceptable.