Stockholders of Consunji-led DMCI Holdings Inc. have given their go signal for the engineering and construction conglomerate to raise P10 billion in preparation for its takeover of Cemex Holdings Philippines Inc. (CHP).
DMCI on Tuesday held a special stockholders meeting to get approval for its plan to issue 10 million preferred shares to affiliate Dacon Corp. for P1,000 each.
“It does not intend to dilute the voting rights of the common shareholders,” DMCI chair and president Isidro Consunji said during the meeting. “It will strengthen the balance sheet as it is treated as equity capital.”
Preferred shares are typically more attractive for investors, as holders of these stocks are prioritized during dividend payouts. Unlike common shares, however, preferred shares give no voting rights to shareholders, such as during the election of the board of directors.
This comes after the Consunji Group, through Dacon, priced its tender offer to buy out the minority shareholders of CHP at P1.42 per share.
Business advisory firm PwC had already declared it a fair price. The offer period for 1.37 billion common shares, which represent a 10.14-percent ownership in CHP, will run from Oct. 23 to Nov. 21.
Mandatory tender offers are usually done during significant acquisitions to ensure fair treatment among shareholders, allowing the minority to sell their shares at a fair price and avoid dilution.
The Philippine Competition Commission in August cleared the $305.6-million takeover deal between DMCI and Cemex Asia BV, which owns shares in Cemex Asian South East Corp. (Casec).
Casec holds an 89.86-percent ownership in CHP, the country’s fourth-largest cement manufacturer.
According to Consunji, financial closing is expects in the fourth quarter of the year, while 2025 will be the transition period for the acquisition.
DMCI will get 56.75 percent of CHP, while Dacon will hold a 32.12-percent stake. Semirara Mining and Power Corp., also part of the DMCI group, will own 11.13 percent. —Meg J. Adonis