MANILA, Philippines — Alfredo Bengzon, the chief executive officer of The Medical City, has vowed to reclaim control of the privately owned healthcare institution from his nephew and an allied group, alleging that these shares were acquired illegally.
In an interview, Bengzon, president and CEO of TMC and also a former secretary of the Department of Health, said his nephew Jose Xavier “Eckie” Gonzales and Singapore-based Clermont Group acquired shares of the hospital but failed to disclose a memorandum of agreement between them.
Gonzales, son of Bengzon’s eldest sibling, and the Clermont Group signed an agreement executed in August 2013 which Bengzon said was part of their intention to take control of the company.
The agreement, which Bengzon claimed was shown to him belatedly, meant that the two acted together in acquiring shares, eventually making them majority shareholders with a combined stake of 54 percent.
He said the agreement was not promptly and fully disclosed to the “prejudice of all shareholders.” The two parties were acquiring shares continuously but separately which was why it was under the radar.
“While this was progressing, I never knew anything,” said Bengzon.
Bengzon said it only became clear that they were acting together when the Ayala Group offered to buy into the hospital.
“I found out that the control of the organization had slipped from my hands,” he said.
Thus, Bengzon is questioning the legality of Gonzales’ and Clermont’s acquisitions before the Securities and Exchange Commission.
The legal action is based on the Securities Regulation Code which exists to protect investors by ensuring full and fair disclosures of share transactions and eliminating fraudulent and manipulative practices.
src requires a mandatory tender offer is there is intent to acquire at least 35 percent of a company and then again before 50 percent is acquired.
SEC chairperson Emilio Aquino, meanwhile, said the corporate regulator would look into the issue.
The STAR tried to get the side of Gonzales but there was no reply as of press time.
Meanwhile, in a statement released to the media, the chairperson of The Medical City, Dr. Augusto Sarmiento, said Bengzon is “jeopardizing the company’s future by postponing the annual stockholders meeting.”
“This ASM is critical to address issues we face in Guam, where large cost overruns and operational mismanagement under Dr Bengzon’s watch have placed TMC under financial pressure. It is important these issues are discussed at our ASM, and we are legally bound to hold it,” he said.
He said that claims that the company’s shareholders have not acted within the law and that Bengzon was unaware of the contents of the corporation and shareholders agreement (CSA) between Fountel and Clermont Group, are unfounded.
“Like my fellow Board members, I was fully aware of the CSA and in line with disclosure requirements, a full copy of the CSA, was made publicly available through the SEC in 2013,” he said in the statement.