Walang estafa na P1 billion, lumabag siya sa kontrata – Gozon

Naglabas kahapon ng official statement si GMA-7 CEO and Chairman Atty. Felipe “Henry” L. Gozon tungkol sa syndicated estafa na isinampa ng businessman na si Ramon Ang laban sa kanya at sa iba pang mga executive ng GMA Network.

Nilinaw ni Papa Henry na hindi pa niya natatanggap ang kopya ng formal complaint ni Ang at dahil publicly listed company ang GMA-7, naglabas siya ng statement na hindi makakaapekto sa reklamo. Abogado si Papa Henry kaya alam niya ang kanyang mga ginagawa.

Narito ang ilan sa mga paglilinaw ni Papa Henry tungkol sa reklamo ni Ang na ayaw ibalik ng GMA-7 executives ang downpayment na Php1 billion;

“Sometime in late December 2013, Mr. Ang commenced talks with Mr. Menardo R. Jimenez and Atty. Felipe L. Gozon for the purchase of 34% of the outstanding capital stock of GMA Network, Inc. (the “Transaction”) by Mr. Ang in his personal capacity. Mr. Ang offered to make a downpayment of Php 1 Billion but as Atty. Gozon was about to leave for a vacation then, he advised Mr. Ang that he would consider the matter after he returns from his trip.

After Atty. Gozon’s return from his trip abroad, Atty. Gozon accepted the Php 1 Billion offered by Mr. Ang. A Letter of Intent and Confidentiality Agreement were signed and exchanged on January 20, 2014.

On February 26, 2014, or even before the Term Sheet was signed by the parties on June 23, 2014, Mr. Ang tendered to Atty. Gozon a Manager’s Check for Php 1 Billion, which the latter accepted. In a letter dated February 26, 2014, Mr. Ang confirmed the money paid as Downpayment for the Transaction and the acceptance.

The Php 1 Billion remains in the custody of Atty. Gozon and has been deposited with a reputable universal bank, to answer for the damages that the Gozon Group has sustained by reason of Mr. Ang’s violation of his obligation to negotiate in good faith, to execute and conclude the Transaction Documents, and close the Transaction pursuant to the Term Sheet dated June 23, 2014 among the parties. The bases of retention: the Gozon Group’s right of retention under the Term Sheet (Item 8, third bullet point), and the Civil Code of the Philippines. As a consequence of Mr. Ang’s violation of his obligations in law and in contract, the Gozon group has reserved its remedies.”

Walang deceit or fraud na nangyari, ayon kay Papa Henry at ito ang kanyang paliwanag;

“The Gozon Group did not defraud Mr. Ang. Neither did they misappropriate any “money contributed by stockholders, or members of rural banks, cooperative, ‘samahang nayon(s)’, or farmers association, or of funds solicited by corporations/associations from the general public” – an element of syndicated estafa.

No deceit was employed upon Mr. Ang. He dealt with the Gozon Group and the Jimenez Group throughout the negotiations with a full complement of lawyers (external and internal) and financial advisors (at least two of them from San Miguel Corporation). He freely signed the Term Sheet on June 23, 2014. His lawyers and financial advisors conducted due diligence on the company for several months after the signing of the Term Sheet, and negotiated each and every provision in the Share Purchase Agreement. Atty. Gozon in December 2014 and January of this year requested Mr. Ang for a face to face final meeting to thresh out the remaining issues that the parties’ advisors could not agree on, but Mr. Ang did not accept the request.

Mr. Ang’s advisors sent on February 27, 2015 their proposals on all the remaining open issues on the Share Purchase Agreement.

However, in an email of March 20, 2015, Mr. Ang informed the Gozon Group and the Jimenez Group that the funding support to him had been withdrawn claiming the long drawn negotiations, and that he needed to reassess the Transaction.

After the Gozon Group and the Jimenez Group had agreed to all of the remaining proposals of Mr. Ang as sent by his advisors on February 27, 2015 which agreement was conveyed in the Gozon and Jimenez Group’s counsel’s email on March 21, 2015, Mr. Ang informed them in an email of March 26, 2015 that he will not proceed with the Transaction raising certain issues about the company and called their attention to his email of March 20, 2015 on the withdrawal of the funding support to him.

In deference to Mr. Jimenez’s request that he first clarify with Mr. Ang about the latter’s emails, the Gozon Group and the Jimenez Group did not immediately reply to Mr. Ang’s March 26, 2015 email.

The other document in the Term Sheet, i.e. the Shareholders Agreement had long been agreed upon by the parties, while in accommodation to Mr. Ang, the Sellers had agreed to dispense with the Escrow Agreement on the balance of the purchase price.”