First Pacific Co. Ltd. said the consortium that seeks to acquire Metro Pacific Investments Corp. (MPIC) has tapped another independent financial advisor (IFA) for the valuation report.
“There have been some developments in terms of the IFA and the finalization of the report,” said Stanley H. Yang, head of corporate development at First Pacific, in a briefing on Thursday.
In April, a consortium backed by First Pacific, GT Capital Holdings, Inc. and Japan’s Mitsui & Co. Ltd. announced a tender offer to buy minority shareholdings in the infrastructure conglomerate.
As part of the Securities Regulation Code of the Securities and Exchange Commission (SEC) and the voluntary delisting rules of the Philippine Stock Exchange (PSE), the consortium has to appoint an accredited IFA to undertake an evaluation of MPIC and issue a fairness opinion.
Mr. Yang said before the April tender offer notice to PSE, an evaluation was done on the 12 accredited firms, which include auditing and accounting firms, and investment banks.
“In light of the nature and size of the transaction and also considering that MPIC has foreign shareholders and its investor base and substantial public float, the consortium limited its selection to the accredited IFAs that are affiliated with an international firm,” he said.
Based on the said criteria, Mr. Yang said the previous firm tasked to deliver the reports was selected from PSE-accredited firms and chosen on the basis that its engagements were of a limited scope relative to other available accredited IFAs.
“After the evaluation, this firm that was selected was engaged by the consortium to act as IFA,” he said. “I am not at liberty to disclose the name because of the confidentiality of this process.”
The day after the consortium announced its offer, the PSE’s nod was sought to clear the process, which Mr. Yang said typically takes two to three weeks. Unfortunately, the IFA’s confirmation process was delayed, he added.
“Rather than taking two weeks, it took longer and there was a decision made earlier this week, on Tuesday, where we as a consortium along with the valuation provider, were informed that the independence of the provider was not accepted by the PSE after a consultation with SEC,” he said.
“Because the requirement is to have an accredited valuation report fairness opinion provider, then the consortium has to appoint another provider to do the work and this will take longer to complete the process,” he added.
With the new IFA on board, the consortium will continue to work towards finalizing and issuing the third-party independent valuation report.
“I think it’s important for the market to understand that the delay is really stemming from the time to have all of the necessary steps ready,” Mr. Yang said.
“Because the new firm, the valuation provider, is just starting, they will have to do the work in terms of the valuation and the analysis of MPIC. We would want them to finish it completely as quickly as possible, but I think the guidance would be within a month,” he said.
The new advisor will have to complete its report first before it will be applied for PSE clearance.
Mr. Yang said the selected firm has no previous or existing business relationships with MPIC or any of the consortium members.
MPIC is an infrastructure investment company with holdings in Manila Electric Co., Metro Pacific Tollways Corp., Maynilad Water Services, Inc., and Metro Pacific Health Corp., among others. It is one of three key Philippine units of First Pacific, the others being Philex Mining Corp. and PLDT Inc.
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