THE METRO Pacific group is merging tollroad concessionaire Manila North Tollways Corp. (MNTC) with operations and maintenance arm Tollways Management Corp. (TMC), a move seen to boost the capacity of MNTC to fund large-scale expansion projects.
The board of MNTC has approved the merger with TMC, with MNTC as the surviving corporation, parent conglomeration Metro Pacific Investments Corp. (MPIC) said in a disclosure to the Philippine Stock Exchange on Tuesday.
As the surviving corporation, MNTC’s corporate life will continue and it will acquire all respective rights, businesses, assets and other properties of TMC. MNTC will also assume all the debts and liabilities of TMC.
“It is not expected that the merger will result in higher earnings for MPIC’s toll roads business, but is expected to increase MNTC’s leverage capacity for its expansion projects,” the disclosure said.
MNTC is the concessionaire for both the North Luzon Expressway (NLEx) and the Subic-Clark-Tarlac Expressway (SCTEx) projects. It is also one of the original proponents for the connector road project linking NLEx and South Luzon Expressway.
TMC is engaged in the operations and maintenance of tollways, its facilities, interchanges and related works, among others.
The merger between MNTC and TMC will be submitted for approval of the shareholders of MNTC on November 2016.
To effect the merger, each TMC shareholder will have the option to receive either shares of stocks of MNTC or non-voting, cumulative, redeemable preferred shares of stocks of MNTC with a coupon rate of 7 percent.
They will be given 2.7 MNTC common shares for every TMC share and 16.63 MNTC preferred shares for every TMC share. TMC shareholders can not ask for both common and preferred MNTC shares.
The execution of the merger is still subject to regulatory approvals, including that of the Philippine Competition Commission. The merger is seen to take effect 15 days from and after the approval by the Securities and Exchange Commission of the articles of merger and the issuance of filing of the articles of merger. //30/rga