Philcomsat shareholders reconcile with unified slate for board members

After years of bickering, the major shareholders of the Philcomsat Group of Companies finally reached common ground and decided to form a unified slate for the board of directors of the respective corporations under the group.

In a letter to the Securities and Exchange Commission, Philippine Communication Satellite Corp. (Philcomsat) president and chief executive officer Victor Africa said: "We are now pleased to inform you that an agreement has been reached between the Africa group and the Nieto group for the termination of their differences. There is thus no more "Africa Group" nor "Nieto Group" but there is now only an owners group composed of the private stockholder-families of our corporations."

Africa said these private stockholder-families hold the majority of the total issued and outstanding capital stock of Philippine Overseas Telecommunications Corp. (POTC) which owns 100 percent of Philcomsat and in turn, owns 81 percent of Philcomsat Holdings Corp. (PHC).

When asked what would happen to the Presidential Commission on Good Government’s stake in the Philcomsat Group, Africa said: "If government – the registered stockholder – is a member of either group, then it is now also joined with the owners group. The PCGG is not the registered stockholder, it is the Republic of the Philippines. It’s not the PCGG that has the voting rights, it is RoP or whoever RoP authorizes to vote the shares registered in its name."

With the resolution of the disagreement among the private stockholders of POTC/Philcomsat, they have sought the immediate calling of the annual stockholders meeting of PHC and the continued recognition of the decision of the PHC validating the proxy issued by Philcomsat in favor of Africa.

Under the memorandum of understanding signed, the parties agreed to unite and form a common slate for the board of directors in POTC, Philcomsat and PHC.

The parties agreed that each of the six shareholder-families shall appoint a representative who the parties shall cause to be elected as director of Philcomsat and PHC while five of such representatives shall be elected as directors of POTC, the sixth to be elected immediately after the number of POTC directors as stated in the articles of incorporation has been increased to nine.

The parties also agreed that Ambassador Manuel H. Nieto Jr., as one of the two remaining living incorporators of POTC, will assume the position of chairman emeritus of POTC, Philcomsat and PHC.

Moreover, the parties agreed that they shall not, individually or collectively, publish or cause to be published any press release against any party to this memorandum of understanding nor against any of the stockholders of the parties they represent.

The parties have likewise agreed that they shall not do nor cause to be done any act that will undermine the discussions of the parties, the memorandum of understanding or the stockholders agreement, or attack any of the parties hereto or any of the stockholders they represent.