In its tender offer report filed with the Securities and Exchange Commission (SEC), AEV said it does not have any plan to delist WG&A shares nor does it plan to do any act that would result to its being exempted from the reportorial requirements of the Securities Regulations Code.
AEV said it has set a special meeting of WG&A stockholders on Nov. 11 primarily for the change in the corporate name and to ratify previous resolutions granting stock dividends from out of the existing paid-in surplus of WG&A.
"AEV does not foresee the occurrence of any merger or reorganization or any similar extraordinary corporate transaction involving WG&A or any of its subsidiaries after its acquisition of the shareholdings of WG&A controlling shareholders," the company said.
It added there will be no change in the number of directors in the board of WG&A or its subsidiaries nor in the present management of WG&A.
Last week, Alsons Cement Corp. said it will file for voluntary delisting at the PSE immediately upon the closing of its acquisition by Union Cement Corp. The Phinma-controlled UCC will purchase 88 percent of the issued and outstanding capital stock of ACC through a share-swap with Cemco Holdings Inc.
AEV, one of the country’s most diversified conglomerates, has bought out its partners – the Chiongbian and Gothong groups – in WG&A for P3.5 billion. The share purchase agreement covers over 881 million shares priced at P3.98 each, representing about 59 percent of the total outstanding shares of WG&A.
After the additional purchase, the Aboitiz group will hold approximately 90 percent interest in WG&A of which AEV will account for 73 percent.
AEV has filed a tender offer for the remaining stockholders to acquire 100 percent of WG&A from Oct. 14 to Nov. 22, 2002 for WG&A stockholder of record as of Oct. 7, 2002.
The tender offer will be carried out at the same price of P3.98 per share and subjected to the same terms and conditions as the block purchase from the major shareholders.
Based on the agreement, AEV will pay half of the purchase amount in cash on closing date with the remaining balance payable over five years with interest fixed at 12 percent and a one year grace period on principal.