Philippine eGames provider PhilWeb Corporation is set to be acquired by companies controlled by two if its key executives as part of a Share Purchase Agreement announced to the Philippine Stock Exchange on Thursday.
Under the terms of the agreement, PhilWeb’s principal shareholder, Gregorio Araneta Inc (GAINC), will sell its entire 57% stake in the company to Nexora Holdings Inc and Velora Holdings Inc for a total consideration of Php1.8 billion (US$30.8 million), representing 829,574,354 common shares.
GAINC is owned by Gregorio “Greggy” Araneta III, a member of the powerful Araneta family and the brother-in-law of Philippines President Ferdinand Marcos Jr.
Given that the transaction would involve control of more than 35% of the outstanding voting shares of PhilWeb, the buyers will be required to conduct a mandatory tender offer to remaining shareholders to acquire full control of the company as per local laws.
PhilWeb noted that the buyers are closely linked to the company, with current PhilWeb President & Director Edgar Brian K. Ng also serving as President, Chairman & a Director of Nexora, while current PhilWeb Vice Chairman and Director Crisanto Roy B. Alcid is a Director and the Treasurer of Nexora.
Nexora and Velora are described as “domestic holding companies duly organized and existing under Philippine law, established to acquire, hold, own, dispose of, exchange, or otherwise invest in securities, properties, and related assets, with full rights of ownership, including voting rights.”
Filings added that, “None of the Buyers is engaged in securities brokering, portfolio management for third-party clients, public solicitation of investments, or the issuance of investment contracts.”
PhilWeb explained that a condition precedent to completion of the transaction, some of PhilWeb’s incumbent directors must resign and be replaced by nominees of the buyers.
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