The Securities and Exchange Commission said it is reviewing whether Philippine Long Distance Telephone Co. and Globe Telecom should conduct a tender offer to buy minority shareholders out of Liberty Telecoms Holdings Inc.
PLDT and Globe earlier acquired 50 percent each of San Miguel Corp.’s telecom business through unit Vega Telecom Inc., which owns equity stakes in various companies including Liberty Telecoms.
Liberty Telecoms is a listed company, with a public float of 12.8 percent.
SEC spokesman Armando Pan said the Market Securities and Regulation Division was now studying the deal and would likely have a recommendation to the SEC en banc within the week.
Pan said while MRSD might already have a preliminary opinion on the issue, this needed to be presented to SEC en banc for approval.
SEC said it had not received inquiries from minority shareholders of Liberty on possible tender offer.
PLDT and Globe said they were looking at the possibility of conducing a tender offer for Liberty’s minority shareholders, following the P70-billion deal to co-purchase San Miguel’s telco business.
Liberty Telecoms said in a separate disclosure to the stock exchange it was also studying the applicability of the tender offer rule in relation to the purchase by PLDT and Globe of San Miguel’s Vega Holdings.
Under the Securities Regulation Code “any person or group of persons acting in concert that intends to acquire directly or indirectly thirty five percent [35 percent] or more of equity shares in a public company in one or more transactions within a period of 12 months shall disclose such intention and contemporaneously make a tender offer for the percentage sought to all holders of such class within the said period.”
PLDT and Globe acquired 50 percent each of San Miguel Corp.’s telecom business through Vega Telecom Inc., which owns directly and indirectly equity stakes in various companies including Bell Telecommunication Philippines Inc., Eastern Telecom Philippines Inc., Express Telecom Inc., Hi-Frequency Telecommunication Inc., Telecommunication Technologies Phils. Inc., Tori Spectrum Telecom Inc. and Liberty Telecoms.
A similar case happened in 2004 when SEC directed Cemco Holdings Inc. to conduct a tender offer to minority shareholders of Union Cement Holdings Corp., now called Holcim Philippines Inc.
Cemco Holdings acquired a majority interest in Union Cement Holdings Corp., which enabled it to gain control of listed cement manufacturing Union Cement Corp., which already changed its corporate name to Holcim Philippines to reflect the entry of Holderfin BV.