Conglomerate San Miguel Corp. has asked the Securities and Exchange Commission for an exemptive relief on the conduct of a tender offer to the minority shareholders of Holcim Philippines Inc.
San Miguel said in a disclosure to the stock exchange it requested the SEC to allow unit First Stronghold Cement Industries Inc. to conduct the mandatory tender offer for the Holcim shares after the Philippine Competition Commission, the government’s anti-trust body, approved the deal.
San Miguel said the tender offer should be conducted after the completion of the post closing purchase price in accordance with the agreement by the parties, as the move could still result in the upward or downward adjustment in the final purchase price.
The deal requires PCC approval after the transaction exceeded the P2-billion threshold for mergers and acquisitions notifications.
FSCII, a wholly owned unit of San Miguel-owned San Miguel Equity Investments Inc., last week signed an agreement to acquire an 87.5-percent interest in Holcim, the local unit of Swtizerland-based cement giant LafargeHolcim Ltd.
San Miguel said Holcim Philippines had an enterprise value of $2.15 billion.
San Miguel is required to conduct a tender offer for the remaining 14.27 percent shares held by the public.
The acquisition is expected to boost Sn Miguel’s cement portfolio. The company through unit San Miguel Northern Cement is building a two-million-metric-ton cement plant in Pangasinan province.
Holcim operates four integrated cement factories and one grinding plant with a combined annual capacity of 10 million MT. It is embarking on a $300-million expansion plan to increase capacity by 30 percent to 13 million metric tons by 2020.
Holcim reported a net income of P703.6 million in the first quarter of the year, slightly higher than P700 million recorded in the same period last year.
First-quarter revenues fell 5.8 percent P8.1 billion from P8.6 billion in 201, as the expansion project in the La Union plant, as a tie-in of a new roller press to the finish mill temporarily affected production volumes for North Luzon.