Official Statement of the PSI Board of Directors

We, the Members of the Board of Directors of Professional Services Inc. (“PSI” or “The Medical City”) appreciate the engagement by the Securities and Exchange Commission (SEC) over the years in various shareholder matters for which we have sought equitable solutions. As a critically important, leading healthcare organization at the front lines of the Covid-19 battle, we periodically seek the SEC’s help resolving matters to enable us to further strengthen our organization financially, effectively administer and support our ongoing mission, and treat all stakeholders in a fair and reasonable way. 

We are reaching out now to engage the SEC in a productive dialogue concerning a recent Decision in a matter in which PSI was not a party, (and arguably is therefore not binding on PSI) but which would appear, if fully implemented, may impact the operations of PSI or The Medical City. 

Concerning the specific matter at issue, PSI Board membership further notes that the Court of Appeals and the Pasig Regional Trial Court have, in their separate rulings, recognized the legitimacy of our existing Board, and directed parties involved in a long running shareholder dispute, not to interfere with the performance of its duties as the governing body of The Medical City. 

Our legal counsel indicates that the SEC Decision may not be enforceable against PSI as the company was not impleaded as a party in the SEC cases. Hence, the proceedings and findings of the SEC may not prejudice PSI or The Medical City. 

Also, we are advised that the SEC has no jurisdiction to resolve the issues of validity of contracts and of the presence or absence of fraud in contracts, as these issues pertain to the original and exclusive jurisdiction of the commercial courts. 

In addition, we want to emphasize that there was no fraud in the acquisition of the nullified shares. The buyers of the nullified shares themselves had applied with the SEC to conduct a mandatory tender offer (MTO) as required by law, and which the SEC approved on 28 April 2018.In doing so, the buyers demonstrated not fraudulent intent but good faith and dutiful willingness to comply with the law and the rules. We are therefore surprised that the SEC’s latest ruling mentions fraud and omits to mention its own approval of that MTO in 2018. 

We are further advised that the SEC Decision is arguably confiscatory as it has declared that the shares acquired by our majority stockholders should be considered either as unsubscribed or reverted back to treasury shares, and has ordered that payment for said shares be made only after their subsequent sale. 

Clearly, our affected shareholders will seek legal assistance to address the SEC Decision. At the same time, it is incumbent upon us, Members of the Board, to continue performing our duties to peacefully conduct and manage the business of PSI or The Medical City. This becomes even more imperative in this unprecedented global COVID-19 pandemic. We are ever aware of our duties and responsibilities, and are committed to protect The Medical City, its doctors, healthcare workers, employees and patients, from any unlawful interference from outside.

ADVT