Marvin Dela Cruz, the founder and owner of SquidPay, and the headline investor as part of the “SquidPay Shareholder Group'' that has contractually agreed to use Premiere Horizon Alliance [PHA 1.60 1.27%] as a backdoor listing vehicle for his (and their) SquidPay holdings, took to Twitter at midnight to hype the launch of the SquidPay app on July 15th.
The post was short and lacking in details: “I wish all SPT supporters will watch the app launching on the 15th. I think its about time to clarify and address your concern. Q&A after the townhall. #greatthingstakestime #FailureIsNotAnOption.” Mr. Dela Cruz’s Twitter feed also contains similar hype posts for PHA’s annual results, linking directly to the company’s press release.
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The backdoor listing of SquidPay is like watching a movie in slow motion, in a foreign language, and without the right codec so everything is just a frothy sea of brightly colored digital soup.
The transaction is straight-forward enough: SquidPay Shareholders buy a majority stake in PHA using a blend of cash and their own shares of SquidPay as payment. Great. But that agreement was signed in October (8 months ago), and the cash payment portion (of which the investor group has already finished paying) was only 30% of the nearly P1 billion price-tag. Or was it? The agreement signed between the companies said that P300 million of the P925 million was to be in cash, but that the remaining P625 million would be “a combination of cash and/or infusion of Squidpay Technology, Inc (“SPTI”) shares over a period of 2 years”.
I’m no doctor of words, but my reading of that sentence says that it’s fully possible that the SquidPay investor group could acquire its majority stake in PHA by paying for the whole deal in cash, and leave all the SquidPay shares off the table. I mean, let’s even leave aside the vague “period of 2 years” thing (from the signing of the memorandum, or from the completion of the payment of the first portion?), the deal is just laced with uncertainty. When would we consider the SquidPay Shareholder Group to be in control of PHA? When will we learn anything about the group’s intentions for PHA, or SquidPay?
Investors seem very interested to participate in payment technologies like SquidPay, but deals like this make it difficult to do anything other than speculate. When should we consider SquidPay news to be PHA news? Not yet, I’d say. #WhoOwnsPHA #
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