IPVG confirms talks but mum on specifics

MANILA, Philippines - Publicly-listed IPVG Corp. said yesterday it was in talks with some parties for a possible transaction but stressed that nothing has been finalized to date.

IPVG has been the subject of takeover rumors for a month now, with port operator Enrique Razon said to be the pursuer as he seeks to list his $1-billion integrated casino and tourism venture on the stock exchange via the so-called backdoor method.

“While the corporation may be in discussions with particular groups for potential transactions and have had in-depth discussions on proposed terms and conditions, no board approved definitive agreement for a specific transaction has been realized at this point,” IPVG said in a disclosure to the stock exchange yesterday.

IPVG president and chief executive officer Enrique Gonzalez said: “ As a listed company we are required to disclose any material transaction same day.  We have not made any disclosure simply because there is no consummated transaction.”

Gonzalez said the company has completed its restructuring plan and is now moving to pursue an opportunity to increase shareholder value.

“But until we make any formal announcement, nothing is official,” Gonzalez pointed out.

The market was rife with rumors that Razon’s Bloombury would take a 67- to 70-percent stake in IPVG as its backdoor listing ticket. Bloombury, which was acquired by Razon from businessman Jose Alvarez, is a relatively new company with limited operating history and no track record of profitability.

A backdoor listing, sometimes referred to as a reverse takeover, occurs when a privately-held company that may not qualify for listing purchases a publicly traded company, effectively avoiding the expense of engaging in an initial public offering and gaining automatic inclusion on a stock exchange.  Following the acquisition, the acquirer may merge both companies.

IPVG assured the public that once it enters into a majority shareholder and board-approved agreement, the corporation will make the appropriate disclosure to the exchange.

For the meantime, IPVG advised investors to exercise caution.

In relation to IPVG’s ongoing corporate restructuring, the company’s principal shareholders, holding approximately 58.06 percent  of the total issued and outstanding capital stock of the corporation, agreed to a voluntary lock up on their respective shares until Dec. 15 or upon completion of the restructuring program, or whichever comes first.

Among these shareholders include  Jaime C. Gonzalez, Jaime Enrique Y. Gonzalez, Marie Constance Y. Gonzalez, IPVG Employees Inc., Elite Holdings Inc., Roger G. Stone, Srinivas Polishetty, Oleen Miranda and Paul Cunningham.

Aside from this, IPVG’s board likewise agreed to acquire up to 10 million shares from the market to provide an alternative exit mechanism to the minority shareholders.

IPVG disclosed that the total size of the participating shares to the restructuring program will increase to at least 67.5 percent or more than two-thirds of the total capital stock of the company.