SEC okays merger of Roxas units

The Securities and Exchange Commission (SEC) has approved the plan of sugar and ethanol producer Roxas Holdings Inc. (RHI) to make its operations more efficient by consolidating all its subsidiaries into one entity.

RHI, in a regulatory filing, said it secured regulatory approval to merge Central Azucarera Don Pedro Inc. (Cadpi) and all its other wholly owned RHI units: Central Azucarera De La Carlota Inc., Roxol Bioenergy Corp., RHI Agri-Business Development Corp. and Roxas Pacific Bioenergy Corp.

Cadpi and San Carlos Bioenergy Inc. will be the remaining operating entities under the listed firm.

Rationale

“The merger is expected to provide better operational and fiscal management across the other remaining entities in operation under the issuer,” RHI said.

“Since all entitles involved in the merger are existing subsidiaries of RHI, there will be no material impact to the parent company/issuer’s financial position or business post-merger,” it added.

With this merger, all of the outstanding common shares of every RHI entity transferred to and absorbed by Cadpi will be retired and replaced with a total of 2.77 million common shares of Cadpi to be issued at P1,149 apiece for a total of P3.2 billion.

Cadpi’s articles of incorporation, according to RHI, will be amended to increase its authorized capital stock to 503.8 million common shares with a par value of P1 each, from 501 million common shares priced at P1 each.

As the surviving entity, Cadpi will own all the rights, businesses, assets and other properties of the absorbed RHI entities, including real and personal properties, contractual rights, licenses, privileges, property rights, claims, investments, receivables and such other assets.

RHI earlier reported that its net loss for the six months ending March narrowed to P496 million from P574 million a year ago.

During the period, its first half revenues surged by 75.3 percent to P3.3 billion from P1.9 billion.

RHI chair Pedro Roxas said despite higher revenues, the company’s gains were adversely affected by the slowdown in the volume of canes milled alongside significantly higher fuel costs for the refinery operations. INQ