To thwart hostile investors, Benpres Holdings Corp., the publicly listed flagship firm of the Lopez family, has assigned its vote in 46-percent-owned power investment arm First Philippine Holdings Corp. (FPHC), to Lopez Inc., the family-held investment unit.

In a disclosure to the stock exchange, Benpres president Angel Ong said the company appointed Lopez Inc. as its voting trustee for its 254.12 million FPHC shares ?to protect legitimate creditors and shareholders of Benpres and FPHC against groups with hostile or inimical interests that would act against creating or furthering shareholder values.?

In a separate statement sent to the Philippine Daily Inquirer, Ong said that there was ?no imminent threat against management.? He said the Benpres decision was ?purely a defensive move to ensure the stability of operations and continuity of existing management.?

The decision followed several developments concerning the Lopez-run power retailer, Manila Electric Co. (Meralco), beginning with a drive of an erstwhile Meralco shareholder, the state-run pension fund Government Service Insurance System (GSIS), to replace the Meralco management, alleging inefficiency. The GSIS subsequently sold its 27-percent stake in Meralco to beverage and food group San Miguel Corp.

This week, the other state-run pension fund, Social Security System (SSS), and the state-owned Land Bank of the Philippines and Development Bank of the Philippines signed a memorandum of agreement to sell about 10 percent of Meralco to Global 5000 Investment Corp., an investment fund associated with prominent businessmen Roberto Ongpin and Iñigo Zobel. Global 5000 will have immediate voting rights over the Meralco shares. [Read story]

Investors this week snapped up shares in anticipation of a possible battle for control of Meralco. [Read story]

Benpres? Ong said: ?Learning from the experience of Meralco earlier this year, we realize that Benpres and FPHC, as publicly listed companies, may from time to time experience hostile action. This indicates the need to be vigilant against parties that may attempt to destabilize Benpres or FPHC.?

Lopez Inc. is also the trustee of Benpres? voting rights in ABS-CBN Broadcasting Corp., Ong said.

?The appointment of Lopez Inc., as voting trustee with respect to FPHC shares owned by Benpres, is nothing new,? he said. ?The objective is to consolidate the voting rights in core businesses in a privately held company like Lopez Inc. All economic interests remain with Benpres.?

Analysts said FPHC had become vulnerable to hostile intrusion, with its share price hitting a low of P15.75 a share Friday from a high of P79 over the past 52 weeks.

Last month, the FPHC board approved amendments to company bylaws designed to ward off hostile takeover attempts.

The amendments are ?really to protect legitimate shareholders against hostile ... interests,? FPHC vice president Benjamin Lopez told the Philippine Daily Inquirer in a text message.

The changes in the bylaws will be presented to stockholders at a special meeting on Jan. 15, 2009. With INQUIRER.net