Lopez HoldingsLopez Holdings Corporation (LPZ) on Dec. 14 filed a petition for voluntary delisting of its 4,628,672,611 common shares from the main board of the Philippine Stock Exchange (PSE), conditioned on the public float of the company falling below the minimum public ownership (MPO) requirement upon the completion of a tender offer for LPZ shares by associate First Philippine Holdings Corporation. The PSE requires listed firms to have an MPO of 10%.

The board of directors of LPZ on Dec. 1 acknowledged the conduct by FPH of a tender offer to acquire a minimum of 20% and a maximum of 45.56% of the total issued and outstanding common shares of LPZ from all the shareholders of LPZ excluding the shares owned by its ultimate parent entity Lopez Inc., which has agreed not to tender its common shares, at a price of P3.85 per common share. FPH filed its tender offer report with the Securities and Exchange Commission on Dec. 4. A successful tender may result in a breach of the MPO rule.

The board of directors of LPZ had approved the engagement of an independent financial adviser to provide a fairness opinion on FPH’s tender offer price. The report of said independent financial adviser, KPMG/R.G. Manabat & Co., dated Dec. 14, 2020 was attached to the petition for voluntary delisting.

It is their opinion that the fair value of the listed common shares of LPZ ranges from P2.34 to P3.92 each as of the cut-off date, Sept. 30, 2020. As such the tender offer price of P3.85 per share is within the computed range of LPZ’s equity value per share. The independent financial adviser deemed the tender offer price “fair and reasonable from a financial point of view, as of the cut-off date,” Sept. 30, 2020. The full report was submitted to the PSE and may be downloaded from the LPZ corporate website Investor Relations page. (Story by: Carla Paras-Sison)