NENACO acquires ATS
Aboitiz Equity Ventures (AEV), in a disclosure to the Philippine Stock Exchange, announced that its board of directors voted unanimously to accept the offer of Negros Navigation Co. Inc. (NENACO) to buy its shares at its transport subsidiary Aboitiz Transport System Corp. (ATSC).
NENACO had earlier offered to buy the respective equity stake of AEV and its major shareholder Aboitiz and Company Inc. (ACO) in ATS on a per share purchase price to be computed based on an ATS equity value of US$ 105 million or equivalent to approximately US$ 0.043 per share.
AEV stated that the equity value includes all the logistics and shipping businesses of ATS except its interest in its joint venture companies with the Jebsen Group of Norway.
AEV will acquire prior to closing the 62.5 percent equity stake of ATS in the ship management, manning and crew management, and bulk transport businesses of the Aboitiz Jebsen group for approximately P355.91 million.
ACO will acquire ATS’s 50 percent equity stake in Aboitiz Jebsen’s chartering business for P44 million.
A securities purchase agreement is expected to be signed by the parties Wednesday in Shanghai, China.
If the buyout is consummated, AEV expects to receive approximately US$ 81.1 million in its Philippine peso equivalent to be computed using a value spot exchange rate to be determined two business days prior to the closing date.
The buyout is expected to close on or before Jan. 10, 2011.
AEV and ACO own 77.24 percent and 15.960 percent, respectively, of the total outstanding ATS capital stock.
ACO is the private holding company of the Aboitiz family and is AEV’s largest shareholder.
The agreement also requires NENACO to make a tender offer for all ATS shares owned by the public at the same purchase price to be paid to AEV and ACO in accordance with the relevant tender offer rules of the Securities Regulation Code.
The purchase of the public shares shall coincide with the closing date of the securities purchase agreement unless the Securities and Exchange Commission approves that the closing of the tender offer shall occur at a later date.
NENACO is a Philippine-registered company engaged in domestic shipping. It expects to fund the ATS purchase with equity investments from China-ASEAN Marine B.V., a Netherlands-incorporated company which is a wholly-owned subsidiary of China-ASEAN Investment Cooperation Fund (CAF).
CAF is a private equity fund sponsored by the China Export-Import Bank.*
