Metro Pacific’s tollway firm to merge with TMC

The Metro Pacific group is merging tollroad concessionaire Manila North Tollways Corp. (MNTC) with operations and maintenance arm Tollways Management Corp. (TMC).

The move is expected to boost the capacity of MNTC to fund large-scale expansion projects.

The board of MNTC has approved the merger, with MNTC as the surviving corporation, parent Metro Pacific Investments Corp. said in a disclosure to the Philippine Stock Exchange Tuesday.

MNTC, the surviving entity, will acquire all the rights, businesses, assets and other properties, and assume all debts and liabilities of TMC.

“It is not expected that the merger will result in higher earnings for MPIC’s toll road business, but it is seen to increase MNTC’s leverage capacity for its expansion projects,” according to the disclosure.

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 plan will be submitted to the MNTC shareholders for approval next month.

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 per TMC share. TMC shareholders cannot ask for both common and preferred shares.

The execution of the merger is still subject to regulatory approvals, including that of the Philippine Competition Commission. The merger will take effect 15 days after the approval by the Securities and Exchange Commission of the articles of merger and the issuance of the articles of merger. —Doris Dumlao Abadilla