Under the agreement, PGMC, which is involved in mineral exploration and production, is seeking to acquire a controlling interest in AJO.net with plans to change its business direction toward mining operations.
The parties will conduct their respective legal, financial and technical due diligence work for 60 days.
Not later than five days from the end of the due diligence period, the parties will execute a subscription agreement, which would involve the subscription to shares of the capital stock of AJO.net out of the increase in its authorized capital stock.
The subscription price shall be paid through the assignment and transfer of PGMC shares based on mutually agreed valuation by the parties but in no case less than the par value of the company’s shares.
The effectivity of the subscription shall be conditioned on the company having effected the quasi-reorganization and balance sheet clean-up which would involve a decrease in its issued capital stock in terms of the number of shares and/or par value of such stock.
AJO.net will effect a full liquidation of all its liabilities and all its non-cash assets by conveying the same to its financial advisors inclusive of a mutually agreed fee, prospectively set at P15 million.
It will also execute a deed of assignment of all its rights and interest in the Metroclub shares and/or its residual interest as well as the obligations under its contract with Philippine Townships Inc. at the cash purchase price of P50 million.
AJO.net said the MOA will automatically terminate if the application for quasi-reorganization is not approved by the Security and Exchange Commission within 60 days from execution of the subscription agreement unless extended by mutual consent.
Listed as shareholders of PGMC include Rafael Atayde and Ramon Atayde.
Formerly Acoje Oil Exploration and Drilling Co., Inc., AJO.net was engaged in the oil exploration business before it changed its primary purpose to that of a holding company, allowing it to invest in real estate in 1996. The change to its present name reflects the company’s decision to venture into Internet technology.
Recently, AJO.net amended its articles of incorporation by including e-commerce among its secondary purposes.
AJO.net is among the first investment holding companies in the Philippines, which primarily focuses on emerging and fast paced business of enabling technologies and service industries, particularly communications technology and mobile information services industries. It acquires interests in developing companies with focus on three key areas: mobile communications, mobile services, and IT services.