Corporate News

By Krista Angela M. Montealegre, National Correspondent

SEC okays PhilWeb sale to Araneta alongside tender offer

Posted on January 07, 2017

THE Securities and Exchange Commission (SEC) gave the go signal to close the initial part of the P2-billion block sale of founder Roberto V. Ongpin’s stake in PhilWeb Corp. to businessman Gregorio Ma. Araneta III concurrent with the launch of the latter’s bid to buy out the minority shareholders.

PhilWeb told the stock exchange on Friday the commission en banc resolved in a Dec. 27 meeting to allow the conclusion of the sale of 653,151,896 common shares of Mr. Ongpin to Gregorio Araneta, Inc. (GAI) through a special block sale at the Philippine Stock Exchange “simultaneously with the commencement of the mandatory tender offer (MTO).”

The shares represent 45.5% of the 1,435,455,180 outstanding shares in PhilWeb.

GAI, however, must pay the filing fee amounting to P20,000 since the request was considered as being in the nature of an exemptive relief, the SEC said.

Sought for comment, PhilWeb President Dennis O. Valdes said, “I think it’s fantastic.”

The corporate regulator noted that the second part of the transaction involving 118,500,000 common shares must be closed “not later than the conclusion of the MTO.” This tranche is composed of partially paid shares, which have already been fully settled but remained unregistered with the bourse.

In October, the SEC advised GAI to conduct a tender offer before concluding the acquisition of Mr. Ongpin’s majority stake in PhilWeb. GAI has sought exemption from the tender offer requirement.

Under Securities Regulation Code Rule 19.2.2, the SEC requires an individual or group acquiring 35% of the outstanding voting shares, or such securities sufficient to gain control of the board of a listed company, to make a tender offer to minority shareholders.

“For purposes of SRC Rule 19.2.2, the last sale that meets the threshold shall not be consummated until the closing and completion of the tender offer,” the 2015 Implementing Rules and Regulations of the SRC read.

GAI has agreed to acquire Mr. Ongpin’s 53.76% stake comprising 771,651,896 shares in PhilWeb at P2.60 each in a P2.01-billion transaction to be made in two tranches.

The Philippine Amusement and Gaming Corporation (PAGCOR) allowed the license of PhilWeb to expire on Aug. 10, after a one-month extension, on the directive of President Rodrigo R. Duterte to stop the proliferation of online gambling operations across the country.

Mr. Ongpin is divesting his entire shareholding in an attempt to convince the government to grant a new license to PhilWeb to manage the e-Games network of PAGCOR.

The President singled out the former trade minister to the late dictator Ferdinand E. Marcos among the “oligarchs” he wanted to “destroy.”

Mr. Ongpin first resigned as chairman and director of PhilWeb on Aug. 4 to supposedly spare the listed company from the President’s threat.

PhilWeb elected Mr. Araneta as chairman in September. Mr. Araneta is married to Irene R. Marcos-Araneta, daughter of former President Marcos.

Shares in PhilWeb closed seven centavos or 0.7% lower at P9.99 apiece on Friday.