New Mic Holdings owners set tender offer

MANILA, Philippines - The new majority owners of publicly listed Mic Holdings, formerly controlled by Antonio “Tonyboy” Cojuangco, will conduct a mandatory tender offer this week to acquire the shares still held by Mic’s minority shareholders.

In an interview with The STAR, Michael Romero, newly elected Mic chairman and president, said that following the Securities and Exchange Commission (SEC) approval last Thursday of a temporary extension for the conduct of the tender offer, the latter will be conducted this week and that the remaining shares held by the minority shareholders will be acquired at P339 per share, or the same price at which his group acquired Mic from Cojuangco’s group.

The STAR reported last week that Sultan 900 Capital Inc., an investment company owned and controlled by Romero, has reached an agreement to purchase 95.22 percent of Mic for P175 million. Sultan 900 will buy the controlling shares from Ventcap, a company identified with Cojuangco, at P339 per share or 3.39 times its par value.

Both the SEC and the Philippine Stock Exchange (PSE) have subsequently approved the sale after which the cross of the shares was done at the local bourse last Friday.

Following the block sale, a special board of directors meeting was called, during which Romero (president of Harbour Centre Ports Terminal Inc.) was elected Mic director together with Richard Barclay (president of Romero-controlled Manila North Harbor Port Inc.) and Deo Olvina. All are veterans in the port business.

In an earlier interview with The STAR, Romero, vice-chairman and part-owner of AirAsia Phils., said that Mic will eventually serve as the holding company for their port business, which currently includes Harbour Centre (HCPTI) and Manila North Harbor (MNHPI). The two Manila-based premier ports, one international and the other domestic, are currently under a holding company - Harbour Center Port Terminals Holdings Inc.- which is majority owned by Romero. This holding company will eventually be owned by Mic.

From P100 million, Mic’s authorized capital will be increased to P500 million as approved by the previous board of the company. “The plan after that is to further increase the capitalization to P2 billion and then to P3 billion,” Romero said.

Mic will likewise increase its number of shares and then reduce the par value of its shares from P100 to P1 per share.

There are also plans to amend Mic’s articles of incorporation to change its name and primary and secondary business purposes.

Romero revealed that in the next two years, Mic will concentrate on acquiring additional ports in the country and then later consolidating the operations of these ports. The Harbour Centre group earlier made an unsolicited proposal to operate and maintain Subic Free Port’s naval supply depot (NSD) break bulk cargo operations. It is also in talks to acquire two small provincial ports.

He said that Mic will also serve as the vehicle for the Harbour Group’s plan to go global. Among the foreign ports being eyed by the group for possible operation include one in Guam, Vietnam, and the Middle East.

Romero told The STAR that they are also eyeing dual listing of Mic, possibly in Singapore or Hongkong. “If we are able to operate and manage international ports, that’s the time we will consider listing abroad,” he said.

HCPTI owns 65 percent of MNHPI, a joint venture with San Miguel Corp. subsidiary Petron, and holds the 25-year contract to develop, manage, operate, and maintain North Harbor, the country’s oldest and busiest domestic port.

Also owned by HCPTI, Harbour Centre is a 15-hectare multi-purpose private commercial port terminal located within the 79-hectare port-city complex called Manila Harbour Centre.

HCPTI has offered to develop the NSD break bulk cargo operations in Subic and has pledged to invest P6 billion into the facility. The concession covers a period of 25 years. Under the terms, Harbour Centre will give variable commitments per metric ton of 20 percent depending on volume plus a minimum guarantee of $500,000 per year escalating every year.

Covering 17 hectares, the NSD is a common user, multipurpose terminal that caters to various types of cargo. It handles about two million tons of cargo every year and serves the port requirements of businesses in Central and Northern Luzon and the industries in the Subic Freeport.

Romero said that they are looking at two more ports, one in Visayas and another in Mindanao, that they can own or operate. “These two other domestic smaller ports can benefit from the strength of our North Harbor operations. All our ports will be operating using one web-based operating system. We will also set up cranes in these two other ports in Visayas and Mindanao,” he said. HCPTI is still in negotiations with the owners of these two ports.