GMA7’s chair and CEO Felipe Gozon INQUIRER FILE PHOTO
The entire P1 billion is intact and “has not been used.”
GMA Network chair Felipe L. Gozon issued this statement two days after the media reported that San Miguel Corp. president Ramon S. Ang charged him and members of his family with syndicated estafa over the recovery of the P1-billion down payment Ang had paid before talks for the latter’s acquisition of 34 percent of the television network collapsed last June.
Gozon, who was the only one of three major shareholders in the television network included in the syndicated estafa charges, as well as members of his family, and other stockholders and officers were accused on July 27 of failing to return a portion of the P1-billion down payment.
In a statement on Wednesday, Gozon said the amount was deposited in a universal bank “to answer for the damages that the Gozon group has sustained by reason of Mr. Ang’s violation of his obligation to negotiate in good faith, to execute and conclude the transaction documents and close the transaction pursuant to the term sheet dated June 23, 2014, among the parties.”
Gozon’s statement also hinted at the “special relations” between Ang and the two other selling major shareholders—Joel Marcelo Jimenez and Gilberto Duavit Jr. and their groups.
The Duavit and Jimenez camps earlier indicated their intention to return their portion of Ang’s P1 billion.
Valid reason
“As there is a valid and just reason for the retention of the down payment, there is no estafa,” said Gozon, also GMA chief executive officer.
Syndicated estafa, a nonbailable offense, covers at least five respondents.
Not included in the charges were Menardo R. Jimenez and Duavit, GMA president and chief operating officer respectively.
In a complaint that he filed in the Department of Justice, Ang accused Gozon of failing to return and misappropriating a portion of the P1-billion down payment.
“The purchaser (Ang) did not agree that the down payment could be used for any other purpose, much less as security to answer for any claims for damages, which the Gozon group would be minded to make later on,” the complaint said.
Reacting to Gozon’s response to the syndicated estafa charges, Ang said Gozon’s statement obviously seeks to justify his actions.
“That’s expected but the matters he raised are matters best left to appreciation by a judge at the time of trial. Yet and perhaps unwittingly by his own admission, Gozon has reinforced my complaint for estafa,” Ang said in an e-mailed statement.
Four factors
The SMC president listed four factors that he believed Gozon unwittingly buttressed his complaint against the GMA chair and CEO.
“First, he received the P1 billion for the Gozon group and in trust for the Duavit and Jimenez groups. Yet, notwithstanding the directive of the Duavit and the Jimenez groups, he still refuses to return the money or any portion thereof and instead appropriated the entire P1 billion all for his own and for the Gozon group,” Ang said.
“Second, while the money is in the bank, the bank account is under his name. Thus, the money is still under his full control to the exclusion of everybody else. That is appropriation as well,” he said.
“Third, retaining a refundable down payment after the nonconsummation of a transaction is the essence of estafa by misappropriation as stated in my complaint,” he added.
“Fourth, Gozon claims to have received the P1 billion on behalf of the Gozon group yet in the same breath he is denying that he is keeping the same for the benefit of the group.”
Personal investment
Ang, who was buying the stake as a personal investment, hatched a deal to acquire an initial 30-percent stake in GMA for P15.3 billion in June last year.
He agreed to buy into GMA at P10.60 a share and planned to acquire more shares and eventually gain control of GMA.
Then the negotiations broke down and the deal fell through.
In the statement, Gozon outlined his group’s side on how negotiations that lasted more than a year progressed. He said Ang signed the term sheet on June 23, 2014, and Ang’s lawyers and financial advisers started the due diligence process “for several months.”
Request unheeded
Gozon said that in December 2014 and January 2015, he requested Ang for a face-to-face final meeting to thresh out the remaining issues that the concerned parties’ advisers could not agree on, but Ang did not accept the request.
Gozon added that Ang relayed proposals on remaining issues, which were not identified, on Feb. 27 and that by March 20, Ang allegedly said funding support had been “withdrawn” given the long negotiation period. Ang also said, according to Gozon, the deal needed to be reassessed.
Unilateral decision
I”n several meetings among the Gozon group, Jimenez group and Duavit group, in the presence of their financial and legal advisers, they discussed the legal consequences of Mr. Ang’s unilateral decision not to proceed with the transaction as well as the remedies available to them,” Gozon said.
“In making the decision to retain the down payment, lawyer Felipe L. Gozon did not consult with the other members of the Gozon Group. They said other members had no participation in the said decision,” the statement said.
Besides Gozon, those charged by Ang were members of the former’s family—Felipe M. Gozon Jr., Anna Teresa Gozon-Abrogar and Ismael Augusto S. Gozon.
Other respondents were GMA executives Belinda G. Madrid, Ma. Erlinda G. Gana, Jaime Javier Gana, Florencia Gozon Tarriela, Edgar Tarriela and Tricia T. Valderrama.
Ang is already in the telecommunications business. He has equity interest in publicly listed Liberty Telecoms Holdings Inc. as a partner of Qatar Telecom. SMC itself controls Bell Telecommunication Inc. and Eastern Telecommunications Philippines Inc.–Miguel Camus