The Securities and Exchange Commission said San Miguel Pure Foods Co. Inc. is exempted from conducting a tender offer to minority shareholders of Ginebra San Miguel Inc. and San Miguel Brewery Inc. under a planned consolidation.
The SEC said in a letter to SMPFC the company’s planned acquisition of a controlling stake in GSMI and SMB would not result in change of ownership and that the deal, which is considered a merger and consolidation, was exempted from mandatory tender offer rules of the Securities Regulation Code.
“San Miguel Purefoods Co. Inc. is not required to conduct a tender offer considering that the said transaction will not result in change in ownership control and is likewise exempted from the said mandatory tender offer required pursuant to Section 19.3.17 go the Securities Regulation Code,” the SEC said.
SMPFC, which has recently been renamed San Miguel Food and Beverage Inc., is set to become the food and beverage arm of conglomerate San Miguel Corp. through a share swap deal worth P336.35 billion.
SMPFC will acquire 7.86 billion shares in San Miguel Brewery Inc. and 216.97 million shares in GSMI owned by San Miguel. SMPFC in exchange will issue 4.24 billion shares to San Miguel.
SMPFC president Francisco Alejo III earlier said the planned merger and consolidation would not require a tender offer to minority shareholders.
Alejo, however, said the company was prepared to comply if ordered by the SEC to conduct the mandatory tender offer.
Meanwhile, the SEC reminded SMPFC to comply with the minimum 15 percent public ownership requirement as the deal could result in San Miguel owning a 95.5-percent stake in SMPFC.
The SEC said the food and beverage company had six months to restore its public ownership to 15 percent.
SMPFC earlier said it would conduct a share sale to comply with the minimum public ownership.