SAN Miguel Corp (SMC) said it completed the consolidation of its food businesses under San Miguel Food and Beverage Inc. (SMFB) via a transfer of shares.
The conglomerate announced the signing of the Deed of Exchange of Shares, under which SMC transferred to SMFB 7.859 billion common shares of San Miguel Brewery Inc. (SMB) and 216.972 million shares of liquor and beverage arm Ginebra San Miguel Inc for P336.35 billion.
SMC disclosed in November the consolidation, with its Pure Foods unit to be renamed San Miguel Food and Beverage Inc. The change of name was accompanied by a change in SMFB’s corporate purpose to include the production of alcoholic and non-alcoholic beverages. Its previous businesses were coffee, animal feeds, meat products, and dairy products, among others.
The Securities and Exchange Commission (SEC) in March approved the change of Purefoods’ corporate name to reflect the expansion into alcoholic and non-alcoholic beverages.
Pure Foods’ authorized capital was increased to P12 billion divided into 11.6 billion common shares with a par value of P1 each, and P40 million preferred shares with a par value of P10 each. At the time, Pure Foods’ authorized capital stock stood at P2.46 billion.
The share transfer was based on an independent valuation provided by ING Bank NV.
SMC has said it will seek tax-free treatment for the exchange of SMB and GSMI common shares for the new shares. It will also notify the Philippine Competition Commission (PCC) about the transaction.
SMC closed down P1.50 or 1.05% at P142.00, while SMFB fell P0.20 or 0.29% to P69.20. — Patrizia Paola C. Marcelo