Ferronoux Holdings Inc., a listed shell company owned by businessman Michael Cosiquen, is acquiring a 9.4-hectare property owned by Okada Manila-led Eagle1 Landholdings Corp. for P4.31 billion.
The deal will be implemented through a property-for-share swap, Ferronoux said in a disclosure to the stock exchange Thursday.
Under the plan, Ferronoux will issue 918 million common shares at P4.70 per share to Eagle1. In exchange, Ferronoux will acquire three parcels of land owned by Eagle1 in Barangay Tambo, Parañaque City. The properties are valued at P4.31 billion.
“The real properties are adjacent to the Okada Integrated Casino Resort. Currently, a portion of the property is being used to house the support facilities of the Okada casino complex, which will eventually be vacated once construction of the master-planned development commences,” Ferronoux said.
Ferronoux also said it plans to jointly develop the property with Eagle1 to realize the full potential value of the land.
The property-for-share swap is subject to approval from the Securities and Exchange Commission (SEC). Ferronoux hopes to obtain the SEC approval by the first quarter of 2025.
To accommodate the share issuance, Ferronoux will increase its authorized capital stock to P2.5 billion, equivalent to 2.5 billion common shares, from P550 million, equivalent to 550 million common shares.
Ferronoux will also sell 240 million common shares by way of private placement to Themis Group Corp. in order to remain compliant with the 10 percent minimum public ownership requirement for listed companies.
The Philippine Stock Exchange (PSE) last week suspended the trading of Ferronoux’s shares after the company reported that it sold 80 million shares, equivalent to 23 percent of the company’s total outstanding common shares to Themis.
The PSE said the trading suspension would remain in place, as the latest deal falls under the exchange’s backdoor listing rule, as the transaction will result in a change of control of Ferronoux and a substantial shift in the company’s business.
Prior to the trading suspension, Ferronoux’s share price surged from a 52-week low of P1.26 to a high of P5.20, marking an increase of 313 percent.
