In a report to the PSE, UCC corporate secretary Juan Diaz said the company’s board of directors ratified during their meeting yesterday to delist the shares of ACC immediately after the closing of their acquisition of 88 percent of the issued and outstanding capital stock of ACC.
The UCC board approved last July 17 the buyout of ACC through a share-swap with Cemco Holdings Inc. Based on the deal, UCC will issue about 1.1 billion new common shares in exchange for roughly 4.5 billion ACC shares held by Cemco – a pro-rata basis of one UCC share for every 3.7 ACC shares.
Diaz said the delisting process will also be subject to their compliance with the requirements of the PSE, including the notice to all security holders, filing of petition by ACC with the Exchange, tender offer to all ACC stockholders of record, submission of a fairness opinion and a showing that UCC has, following the acquisition of the tendered shares, obtained a total of at least 95 percent of the issued and outstanding shares of ACC.
The Phinma-controlled UCC, the country’s largest cement producer, operates three cement plants in Northern and Central Luzon and a plant in Mindanao, turning out an annual combined capacity of 5.5 million tons or about 22 percent of the domestic market.
ACC, on the other hand, has two dry process lines in Northern Mindanao with a total capacity of two million tons a year, accounting for eight percent of the local cement market.
The two cement firms have a common denominator in the Switzerland-based global cement giant Holcim Ltd., as it owns, through its partnership with Bacnotan Consolidated Industries in Union Cement Holdings Corp., a substantial 76-percent stake in UCC while it is also the controlling shareholder in Cemco.
ACC is the second issue slated for delisting at the PSE this year following similar plans by dormant stock Nasipit Lumber, which has recently been ordered by the court to dissolve and liquidate its assets following years of non-operation due to heavy losses.