Showdown seen at Omico meeting today

Today’s scheduled annual meeting and elections of publicly-listed Omico Corp. is shaping up as a possible showdown between management and a dissident shareholder group.

The lead up to the meeting has been marked by filings with the Securities and Exchange Commission (SEC) which included a petition seeking to stop the elections of directors.

Omico, faced with a possible “hostile” takeover attempt by a group of shareholders led by Philippine Stock Exchange director and Astra Securities nominee William Ang, has cautioned the SEC against meddling in its Nov. 3 annual meeting, saying the matter is purely an intra-corporate squabble that falls within the jurisdiction of the regular courts. 

In a statement, Omico corporate secretary Emil Teng said that should the SEC enforce its cease-and-desist order against the holding of the shareholders’ meeting, the listed mining firm would “institute criminal and administrative charges against those responsible for its issuance. “

“Such act is patently illegal and violative of article 241 of the Revised Penal Code on usurpation of judicial functions,” Teng said.

Teng said the situation is reminiscent of the May 27 Meralco fiasco where the Court of Appeals ruled that the SEC is bereft of jurisdiction over the intra-corporate dispute between the power utility giant and the Government Service Insurance System (GSIS).

“A stockholder who wants to take management control of Omico has filed an intra-corporate case before the SEC, albeit a wrong venue, and seeks to stop the annual meeting,” Teng said.

Similar to GSIS position in the Meralco case, Ang is questioning the validity of the proxy votes given to Omico’s controlling shareholders led by company president Tommy Tia.

Ang’s group had submitted proxies for the originally scheduled stockholders meeting last May 30, 2008. Both the proxies of Ang and Tia were required to undergo a validation process.

But during the validation of proxies conducted by Omico’s Board of Inspectors on Oct. 25, 2008, Ang’s lawyers had objected to Tia’s proxies saying that the proxies provided by security brokers did not contain a statement that prior consent of the clients who beneficially own those shares were procured by Tia.

Omico management pointed out that Ang’s counsels did not object to the proxies submitted by their client even if they were done exactly in the same manner as Tia’s proxies. Consequently, Omico’s Board of Inspectors validated all proxies of Tia and Ang.

On Oct. 27, 2008, Ang filed a complaint before the SEC seeking to invalidate Tia’s proxies and stop the board elections to prevent the counting of proxies in favor of Tia.