MANILA, Philippines - Filipino-controlled firm KGLI-NM will exercise its option to acquire at least $30 million worth of common shares or about 32 percent of Aboitiz Transport System Corp. (ATSC).
The shares are owned by listed holding company Aboitiz Equity Ventures (AEV) and its principal stockholder, Aboitiz & Co. (ACo).
KGLI-NM is a domestic company 60 percent owned by Negros Holdings and Management Corp. and 40 percent by KGL Investment BV, a Dutch company. KGL, which stands for Kuwait Gulf and Link Investment, is listed in the Kuwait Stock Exchange. It initiated investments in port and port-related business and other logistics-related businesses in the Philippines.
The purchase price will be based on a total equity value of ATSC amounting to P4.5 billion or equivalent to P1.84 per share. Based on the term sheet, the sale is estimated to involve around 655.4 million common shares of ATSC owned by AEV and 135.38 million common shares of ATSC owned by ACO computed at the prevailing dollar exchange rate, or a total of about 32 percent of the outstanding common shares of ATSC.
At these estimates, gross proceeds of AEV and ACO from the transaction will be about P1.2 billion and P249, million respectively. However, the actual number of shares to be acquired by KGLI-NM will be determined based on the dollar exchange rate on closing date, which is expected on April 30, 2009.
KGLI-NM also informed AEV and ACO that its intention to proceed with the purchase of $30 million worth of ATSC shares is without prejudice to KGLI-NM’s right under the term sheet to acquire the remaining ATSC shares of AEV and ACO.
The term sheet also gives KGLI-NM an option to acquire the remaining equity stake of AEV and ACO in ATSC anytime from May 1, 2009 to Sept. 30, 2009 at the same price of P1.84 per share plus premium of 9.5 percent annualized price per share calculated from April 30, 2009 to Sept. 30, 2009, or to date of acquisition.
Also under the term sheet and the memorandum of agreement entered into last Sept. 23, KGLI-NM said it undertakes to comply with the tender offer requirement.
KGLI-NM, a company that was just organized in August, will become the mother unit of both Nenaco and ATSC, operator of brands such as SuperFerry and 2Go.
It was earlier revealed that KGLI-NM is mulling the delisting of ATSC from the Philippine Stock Exchange and instead list its own company, KGLI-NM Holdings Inc.
“Part of the option is to delist ATS, and if it happens the other option is to list the holding company in the future,” Negros Navigation Co. (Nenaco) chairman Sulficio Tagud Jr. said. “It’s just a matter of right timing and market condition.”