San Miguel moves closer to merging food, beverage units under Pure Foods

MANILA, Philippines — San Miguel Corp. has moved closer to its goal of consolidating its food and beverage businesses under San Miguel Pure Foods Co. Inc.

 During the special stockholders meeting of San Miguel Pure Foods, shareholders approved the change in the company’s by laws which will facilitate the merger of all SMC’s food and beverage businesses  under one company.

SMC is consolidating its food and beverage businesses into SMPFI which will be renamed San Miguel Food and Beverage Inc.

Officials said Purefoods would conduct a tender offer for shares of Ginebra San Miguel Inc. if the Securities and Exchange Commission (SEC) mandates the company to do so.

Purefoods will also do a tender offer to increase its public ownership to at least 15 percent in the second quarter of the year, said SMC chief finance officer and treasurer Ferdinand Constantino.

Shareholders also approved the hike in SMPFI’s authorized capital stock to P12 billion divided into 11.6 billion common shares with a par value of P1 per share and 40 million preferred shares with a par value of P10 per share.

To be consolidated into SMPF are San Miguel Brewery Inc. and Ginebra San Miguel, Inc.

The acquisition will be done through a P336 billion share swap.

Under the plan, SMC shall subscribe to 4.24 billion additional common shares of Purefoods.

The transaction value is based on the independent transaction value of ING Bank with Standard Chartered Bank as the transaction adviser.

As full payment for the transaction, SMC will convey its 7.85 billion common shares in  beer subsidiary San Miguel Brewery Inc. and 216.9 million common shares of Ginebra to Purefoods.

Purefoods will also seek the necessary approvals from the SEC.