PWU settlement deal hits a snag

AFTER striking an amicable settlement deal with the Tanco family-led STI Group over Philippine Women’s University (PWU), a member of the Benitez clan has vowed to block the decision of the majority to give up key assets of the school.

Conrado Benitez II, who chairs Unlad Resources Development Corp. (the real estate company which owns and holds the assets used by PWU), said in an email that the reported settlement was “unauthorized” and unfair. He claimed the deal did not have approval of two-thirds of Unlad’s shareholders and that he himself had not been informed of the signing of the memorandum of agreement (MOA).

Benitez owns 9.5 percent of Unlad and represents 16 percent in person or proxy. Benitez said even if his relatives felt that “bowing down to whatever Tanco wanted was the easy way out to buy peace,” he would exhaust legal means to block the MOA with STI.

Under a peace pact disclosed by STI last Friday, PWU would remain under the control of the Benitez family, which will, however, cede to STI two pieces of property—the 1.5-hectare land along Edsa in Quezon City where PWU’s basic education arm Jose Abad Santos Memorial School (JASMS) currently operates and a separate 4-hectare property in Davao. PWU, on the other hand, will retain its Manila campuses on Taft Avenue and Indiana Street.

“How can exchanging assets worth P2 billion for properties worth no more than P750 million be remotely considered a fair deal?  Tanco says he’s also giving us P150 million sukli (change), but this isn’t enough to cover taxes for this resulting dacion en pago arrangement. Our tax consultants estimate that, because Unlad is a realty company, it will have to be taxed 30  percent of the net value of the properties, plus 12-percent VAT,” Benitez said.

“On top of this, since we are settling the debt of PWU, and not Unlad, the settlement will be treated as a donation, for which we will be additionally charged donor’s taxes since PWU is not a PCNC (Philippine Council for Non-Government Organization Certification)-registered company,” Benitez said.

PWU media director Lyca Benitez-Brown, in a phone interview, said that her brother Conrado—as a minority shareholder of Unlad—had the right to block the deal but stressed that majority of the family had already voted in favor of the amicable settlement.

“We do have two-thirds approval but it has to be ratified by stockholders so there is a stockholders meeting on April 10,” Brown said.

The family’s 101-year-old matriarch Helen Benitez was among those who have given their imprimatur to this amicable settlement.

Brown said the majority had voted for the best interest of the school. “This gives us a fresh start. If this settlement is ratified, we are going to be debt-free and without an education behemoth like STI to fight. We’re going on our separate ways amicably and I really feel that is the best direction for the school,” she said. 

“If you look at the larger picture of where we want to take the school. We are not real estate developers. We are educators and of course the Benitez family took a hit, we lost assets but feel that the school is worth it. We put a value to the school far beyond the value of the assets,” she said.

Brown said she was sorry that her brother felt that way. “He felt he had to fight for the value of the assets but majority of the family voted to give up assets to save the school,” she said.

Doris Dumlao-Abadilla