MANILA, Philippines – Alterra Capital Partners, Inc. (PSE:ALT) discloses the resolutions of its board of directors and shareholders on its acquisition of Philab Industries Inc., which when implemented, would result in the backdoor listing of the latter in the Philippine Stock Exchange (PSE).
In a disclosure to the PSE filed on behalf by Cristina Palma Gil-Fernandez, Alterra Corporate Secretary, it was stated that Under a Sale and Purchase Agreement dated 12 August 2016 executed by and among Alfonso S. Anggala, Conrado Rafael C. Alcantara, and Star Alliance Securities Corp. on one hand, and Genomics, Inc. and Hector Thomas A. Navasero on the other, the selling shareholders decided to sell, assign, transfer and convey to the buyers, who agreed to purchase, acquire and accept from the selling stakeholders, all of the rights, title and interests of the selling shareholders in and to 208,624,801 common shares of ALT, representing approximately 67 percent of the outstanding capital stock of the Alterra.
This agreement to sell and purchase the ALT Shares was made subject to the completion of certain conditions precedent, including the completion of a mandatory tender offer for all of the remaining shares of ALT. The price at which the selling stakeholders agreed to sell, and the buyers settled to purchase, the ALT shares are the combined amount of P362,324,961.21 or P1.74 per share.
On October 11, 2016, following the completion of the mandatory tender offer by the buyers to all shareholders of ALT, a total of 208,635,801 common shares of ALT (inclusive of the common shares of ALT that were tendered) were acquired by Hector Thomas A. Navasero and Genomics, Inc. As a result of the said acquisition, the buyers acquired approximately 67 percent of the outstanding capital stock of ALT.
In consonance with such change in control, during the meetings of the board of directors of Alterra on September 14, 2016, as well as the Annual Stockholder’s Meeting of ALT on October 20, 2016, the board of directors and stockholders representing at least two-thirds of the outstanding capital stock approved the resolutions specified below.
Specifically, the following resolutions were passed and approved by both the Board of Directors and the stockholders of ALT:
- the change in the name of ALT to “Philab Holdings Corp.”
- amendment of the secondary purposes of ALT to include the power to guarantee
- change of the principal office of ALT to the 8th Floor, 1128 38th Avenue, Fort Bonifacio Global City, Taguig City, Metro Manila (said location being an office of Philab Industries)
- denial of pre-emptive rights of stockholders of ALT
- change of par value to P0.25 per share without any resulting increase in the authorized capital stock of ALT and the resulting decrease in the number of issued and outstanding shares of ALT
- increase in the authorized capital stock of ALT to up to P2 billion
- delegation of authority to amend/repeal the amended by-laws or adopt new by-laws to the board of directors
- acquisition by ALT of up to 361,390 shares of stock of Philab Industries representing approximately 100 percent of its issued and outstanding capital stock at the price of approximately P500 million as well as all of the rights and interests of the current stockholders of Philab Industries
- issuance of shares of ALT to existing shareholders or new investors, either out of its unissued capital or increase in capital stock
These resolutions, taken together, are geared towards ALT acquiring approximately 100 percent of the outstanding shares of stock of Philab Industries which, if and when fully implemented, will result in the backdoor listing of Philab Industries.