Garcia-owned firm seeks CA action versus Aboitizes

Vivant Corp., a publicly-listed firm majority owned by the Garcia family, has asked the Court of Appeals to prevent the Cebu Regional Trial Court from implementing an order appointing a management committee to take over Hijos de F. Escano Inc.

Hijos is a privately-owned holding company whose assets include controlling shareholdings in Visayan Electric Co. Inc. (VECO), where Aboitiz Equity Ventures Inc. (AEV) owns a 30-percent block.

In its urgent motion, Vivant alleged that Aproniano Taypin, presiding judge of Branch 12 of the Cebu RTC, "acted with grave abuse of discretion amounting to lack or in excess of jurisdiction by issuing certain orders in favor of the Aboitizes."

"The corporation and all other petitioners pointed out the alarming indications that Judge Taypin is railroading the case at all cost to final judgment and immediate execution in favor of the Aboitizes," Vivant said.

The RTC order was in response to a complaint against VECO, Vivant and a group of individuals for damages leading to the dissolution of Hijos.

The complaint was filed by minority directors of Hijos namely, Jon M. Aboitiz, Erramon I. Aboitiz, and Aboitiz Power Corp., a wholly-owned subsidiary of AEV.

In the same order, the Cebu RTC ordered the return of the swapped VECO shares from Vivant and the partial liquidation of Hijos.

The partial liquidation is to take the form of the surrender by AEV of all its shares in Hijos (which constitute 46.66 percent of the total Hijos shareholders) for cancellation.

In exchange for those shares to be surrendered and cancelled, AEV is to receive 1.66 million VECO shares and a distribution of 46.66 percent of Hijos‚ cash and liquid assets after payment of debts.

The share capital of Hijos is to be reduced to the extent necessary.

The Aboitiz group claimed that a share-swap transaction signed by Hijos with Vivant on April 29, 2003 resulted in a misappropriation of shares of minority owners and 14,000 shareholders amounting to a total of more than P250 million.

The questioned transaction involved the swap of 2,086,385 shares of VECO owned by Hijos in exchange for Vivant shares.