Alaska in last tender offer before PSE exit

Alaska Milk Corp. (AMC) is giving remaining minority stockholders one last chance to sell their shares at P24 each to the new controlling stockholder, Dutch dairy giant Royal Friesland Campina (RFC), ahead of the milk company’s planned delisting from the Philippine Stock Exchange.

In a public notice to shareholders dated September 3, AMC said RFC, via FrieslandCampina Investments Holding Co., was making a tender offer for all of the issued and outstanding shares that it or its affiliate, Campina Zuivel BV, didn’t own yet.

The new tender offer round is being made pursuant to the company’s voluntary delisting from the PSE, as approved by AMC’s board in a meeting on August 15.

AMC is giving the minority shareholders still left holding about 14.94 million shares, or 1.69 percent, the option to sell in compliance with the PSE’s rules on delisting.

“Following completion of the tender offer and subject to the approval of the voluntary delisting by the PSE, all of the issued and outstanding common shares of AMC will be delisted from, and will no longer be available for trading, on the PSE,” the company said.

RFC already completed last June a tender offer to minority shareholders after acquiring a controlling stake from the Uytengsu family, which sold their 60.8 percent stake in AMC at P24 per share, or a total of P12.86 billion. At the close of the tender offer, likewise priced at P24 per share, in June, RFC ended with 97.7 percent control of Alaska Milk.

The remaining shares of stock in AMC equivalent to 1.69 percent pertain to the shares still held by the minority to date. The PSE requires that a petition for delisting must be filed with the exchange together with proposed tender offer terms and conditions at 60 days in advance of the date when delisting shall become effective.

Other conditions to any company applying for delisting include submitting a fairness opinion or valuation report, stating that—from a financial point of view of the person making such an opinion or report, based upon certain procedures followed and assumptions made—the terms and conditions of the tender offer are fair.

The company also must not have any unpaid fees or penalties.

In its notice, AMC said the terms of this new tender offer round would be announced separately on the date of the start of the tender offer.

During AMC’s last annual stockholders’ meeting as a publicly listed company in May, AMC president Wilfred Uytengsu said: “The capital markets don’t serve Alaska the way they did 15 to 17 years ago when we took the company public. Going forward, we look at the advantages of being a privately held company again.”

He said AMC had no need to be a listed company because it was enjoying a net capital position and that the company could only be inadvertently telegraphing strategic moves to competitors when disclosing so much information to the PSE.