DMCI Holdings to conduct P1.94-B tender offer to acquire Cemex Philippines shares

DMCI Holdings, Inc., through the Consunji group’s private holding company Dacon Corp., will conduct a P1.94-billion mandatory tender offer to acquire the remaining 10.14% of cement producer Cemex Holdings Philippines, Inc. (CHP), which will remain listed. 

Dacon Corp.’s tender offer intends to acquire up to 1.37 billion publicly owned CHP common shares, equivalent to 10.14% ownership, at P1.42 apiece, the cement manufacturer disclosed on Monday. 

The tender offer period will be from the morning of Oct. 23 up to noon of Nov. 21.

The move is part of DMCI’s acquisition of CHP. Under the deal, Dacon has been appointed as the bidder for the mandatory tender offer to acquire the remaining 10.14% of the total issued and outstanding capital stock of CHP.

DMCI, Semirara Mining and Power Corp. (SMPC), and Dacon Corp. announced in April the acquisition of CHP for $305.6 million under a share purchase agreement to expand the conglomerate’s portfolio.

DMCI bought the entire share of Cemex Asia B.V. in Cemex Asian South East Corp. (CASEC), the majority owner of CHP with an 89.96% equity interest. DMCI will acquire a 56.75% stake in CASEC, Dacon will secure 32.12%, and SMPC will purchase the remaining 11.13%. 

Meanwhile, DMCI said in a separate disclosure that Dacon will sell a portion of its CHP shares in case the cement company’s public float falls below the 10% minimum threshold after the mandatory tender offer.

“We anticipate that the said sale of the CHP shares by Dacon Corp. would happen within six months after the acquisition of CASEC, which is expected to close by the end of November,” it said.

“DMCI intends to issue 10 million Class B Preferred Shares at P1,000 per share and a par value of P1 per share subject to the shareholders’ approval. This issuance is intended to raise P10 billion to finance DMCI’s acquisition of 56.75% interest in CASEC,” it added. 

Trading of CHP shares was temporarily suspended for one hour following the announcement of the tender offer.

On Monday, CHP stocks fell 8.82% or 15 centavos to P1.55 apiece while DMCI shares dropped 0.86% or ten centavos to P11.50 per share. — Revin Mikhael D. Ochave