2GO Group Inc. and Negros Navigation Co. Inc. (NENACO) – former shipping rivals but now controlled by the SM group and businessman Dennis Uy, are set to merge through a share-swap deal that will cement 2GO’s position as a local shipping and logistics powerhouse.
Each stockholder of NENACO will receive 2GO common shares using the exchange or swap ratio of 0.26 2GO share for every one NENACO share, 2GO said in a disclosure to the Philippine Stock Exchange on Friday.
The merger, which will have 2GO as the surviving entity, seeks to “simplify corporate structure and to develop efficiencies and economies within the group,” the disclosure said.
“This is in line with 2GO’s efforts to streamline operations, reduce costs, and increase shareholder value,” the disclosure added.
The parties intend to implement the merger within the year, subject to regulatory approval of the Securities and Exchange Commission (SEC).
The privately-held NENACO will use its own shares as currency in exchange for 2GO shares. Nenaco shares are composed of: 3.36 billion common shares with par value of 20 centavos each; one billion series A preferred shares with par value of 20 centavos each and 1.23 billion series B preferred shares with par value of 65 centavos each.
All of NENACO’s shares will be converted to common shares prior to merger and will also be exchanged for 2GO common shares.
NENACO, one of the oldest domestic shipping companies in the Philippines, currently owns 2.16 billion or 88.31 percent of 2GO’s outstanding stocks.
The merger had been approved by 2GO’s stockholders in an annual meeting on Thursday.