SEC halts Lotte tender offer for Pepsi Philippines

Manila, Philippines — The Securities and Exchange Commission (SEC) has directed Lotte Chilsung Beverage Co. to stop its tender offer to acquire up to 2.1 billion common shares in Pepsi-Cola Products Philippines Inc. (PCPPI).

In its letter, the SEC directed Lotte to allow the shareholders who tendered their shares to withdraw the same for noncompliance with the Securities Regulation Code.

The SEC issued the directive as it noted the issuer of fairness opinion for the tender office price.

“Among others, the fairness opinion attached to the tender offer report filed by Lotte was issued by P&A Grant Thorton, which is currently providing bookkeeping services to two entities related to PCPPI.

The MSRD finds that the business relationship of P&A Grant Thorton with the two entities, where PCPPI holds substantial shareholdings, could reasonably be perceived to undermine its independence to conduct and issue the fairness opinion,” the SEC said.

Lotte Chilsung offered to  buy PCPPI shares for P1.95 each.  The tender offer period ended on Jan. 16.

Despite the tender offer, Lotte Chilsung said it had no plans to delist PCPPI from the local bourse.  

There are also no plans relating to PCPPI that will result in any merger, reorganization, or liquidation of the company.

PCPPI is the exclusive manufacturer of PepsiCo beverages in the Philippines, with a relationship spanning 70 years.