THE Securities and Exchange Commission (SEC) has denied the motion for reconsideration filed by Josefina Multi-Ventures Corp. (JMVC) on the dismissal of its petition that sought to nullify the share swap transaction of San Miguel Corp. (SMC) and its subsidiaries.
In a disclosure to the stock exchange on Monday, San Miguel Food and Beverage, Inc. (SMFB) said it has received a copy of the SEC Special Hearing Panel’s decision to junk JMVC’s motion for reconsideration, which was dismissed due to lack of merit.
JMVC — a minority shareholder of Ginebra San Miguel, Inc. (GSMI) — in 2018 filed a petition against the San Miguel group saying that SMC should have conducted a tender offer to all minority owners of the company before proceeding with the share swap.
The share swap transaction valued at P336.35 billion was conducted to consolidate SMC’s traditional businesses, namely San Miguel Pure Foods, Inc., San Miguel Brewery, Inc., and GSMI under one entity, SMFB.
JMVC argued that SMC should have conducted a tender offer after it acquired a 75% stake in SMFB, citing the Securities Regulation Code which states that a person or group of persons acting in concert, acquiring at least a 35% stake in a listed firm must conduct a tender offer.
The shareholder said that minority owners had no choice but to accept the share swap transaction without the tender offer.
The SEC, however, dismissed the petition last February for lack of merit, saying that the tender offer rules do not apply to the transaction since it involves a de facto merger or consolidation.
SMFB completed the share swap in September 2018, ending in a 51.16% and 78.26% stake in SMB and GSMI, respectively. Meanwhile, SMC’s ownership in SMFB rose to 95.87% from 85.37% before.
Shares in SMFB dropped 3.52% or P4 to close at P109.50 each at the stock exchange on Monday, while shares in SMC climbed 1.14% or P2 to close at P178 apiece. — Arra B. Francia