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SMC-allied group buys 7% of Meralco

Board changes seen Monday

By Doris Dumlao, Elizabeth Sanchez-Lacson
Philippine Daily Inquirer
First Posted 20:54:00 01/25/2009

Filed Under: Mergers - Acquisitions - Takeovers, Company Information, Management Changes

MANILA, Philippines--A local fund believed to be allied with San Miguel Corp. has taken control of close to 7 percent of Manila Electric Co. ahead of the food and beverage giant?s bid to acquire key boardroom representation at a special Meralco board meeting Monday.

Global 5000 Investment Inc., led by prominent businessmen Iñigo Zobel, former Trade Minister Roberto Ongpin and condiments businessman Joselito Campos, has acquired the voting rights of state-owned Social Security System and Development Bank of the Philippines in Meralco?without waiting for the settlement of a disputed portion held by Land Bank of the Philippines that was supposed to be included in the block sale, Philippine Daily Inquirer sources said.

But the sources said Global 5000 would still acquire the 3.8-percent stake from Landbank as soon as the latter regains control of the shares. Landbank was left out of the deal for the meantime because Meralco canceled its shares on the eve of the block sale agreement among the three government financial institutions (GFIs) in early December.

SSS president Romulo Neri confirmed the partial execution of the GFI block sale. ?The sale has been approved by our board at P90 per share, the same price at which GSIS (Government Service Insurance System) sold,? Neri said in a phone interview on Saturday.

Neri said SSS? shares account for about 6 percent of Meralco?s total issued shares?not enough for a board seat and were earlier given as proxies to GSIS, which held a 27-percent block. DBP?s stake was equivalent to about 1 percent, other sources said.

After GSIS president Winston Garcia?s much-publicized criticisms on how the Lopezes manage Meralco, the pension fund sold its stake to San Miguel in October last year. In December, the remaining GFIs?DBP, Landbank and SSS?signed a deal to sell their Meralco holdings to Global 5000 at exactly the same terms that GSIS got from San Miguel.

To date, Landbank is still contesting the cancellation of its shares, noting that the basis of action was an agrarian reform regional adjudicator order citing a Supreme Court ruling that had nothing to do with the case. [read story]

But while Global 5000 was unable to take over Landbank?s shares, the execution of the deal with the SSS and DBP was seen sufficient to help San Miguel obtain key representation in the Meralco board and in the utility?s senior management.

Four San Miguel top executives are set to be nominated in the board of Meralco Monday?company chair Eduardo ?Danding? Cojuangco Jr., vice chair Ramon Ang and director Estelito Mendoza, and financial consultant Aurora Calderon.

Sources privy to San Miguel?s affairs claimed that the beer-based conglomerate was entitled to five seats out of Meralco?s 11-member board, while the Lopez Group controls six board seats.

Out of the 11 board seats, two are occupied by independent directors?former Chief Justice Artemio Panganiban and Vicente Panlilio, documents from the Philippine Stock Exchange showed.

Cojuangco and Mendoza will be nominated as directors with Manolo Lopez to be retained as chair and chief executive, industry sources said.

Apart from the boardroom revamp to reflect San Miguel?s entry in Meralco, there are expectations in the market that San Miguel may install its nominees in at least two powerful management positions in Meralco?the chief finance officer and the head of human resource. They are ?the ones who control the money and the people,? an industry source noted.

The Lopez clan, which has controlled Meralco for decades, holds about 34 percent in the power distributor.

Under the deal signed in early December, Global 5000 has agreed to pay about P10 billion for the combined SSS, DBP and Landbank block in installments until January 2012. As such, the shares will not be crossed at the Philippine Stock Exchange until full payment, but Global 5000 will have immediate control of the proxy votes. This was patterned after the framework used by San Miguel in taking over the GSIS? stake.

Analysts believe that while San Miguel does not own shares in Global 5000, it is closely associated with shareholders of the investment group. Zobel has been a director of San Miguel since May 1999 and a key member of the company?s key committees. He is also an independent director of San Miguel Brewery Inc., Ginebra San Miguel Inc., San Miguel Pure Foods Co. Inc. and San Miguel Properties Inc.

San Miguel president Ramon Ang is a director of Ongpin?s listed Internet venture Philweb Corp.

Campos, on the other hand, has been a joint venture partner of San Miguel before the conglomerate sold last year its minority stake in NutriAsia San Miguel Holdings Ltd. Inc., which was formed to own Del Monte Pacific Ltd., to Campos? NutriAsia group.

Copyright 2015 Philippine Daily Inquirer. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.




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