Instead of buying the entire shipping business of Aboitiz Equity Ventures (AEV), the KGLI-NM Holdings Inc., decided to acquire only 49 percent of the Aboitiz Transport System Corporation (ATS).
In a statement, AEV said that under the present agreement, which is expected to close on or before April 30, 2009, the purchase price will be based on a total equity value of ATS in the amount of P4.5 billion or equivalent to P1.84 per share.
The agreement also gives KGLI-NM an option to acquire the remaining 51 percent equity stake of AEV and ACO anytime from May 1, 2009 to September 30, 2009 at the same price of P1.84 per share plus a premium of nine and a half percent or 9.5 percent annualized price per share calculated from 30 April 2009 to 30 September 2009, or to date of acquisition.
KGLI-NM shall make a tender offer for the ATS shares held by the public in accordance with the rules under the Securities Regulation Code.
The valuation of the ATS shares for purposes of determining the purchase price of the ATS share and the investment participation by KGLI-NM in ATS after the transaction does not include the interest of ATS in the Aboitiz Jebsen Group of Companies, the value of which will be equitably distributed to the shareholders of record prior to the closing of the first tranche of the acquisition.
AEV owns 1,889,489,607 common shares of ATS while ACO owns 390,322,384 common shares of ATS, representing 77.10 percent and 15.93 percent respectively of the total outstanding ATS capital stock. ACO is the private holding company of the Aboitiz family and is AEV's largest shareholder.
KGLI-NM is a domestic company, which is jointly owned by Negros Holdings and Management Corp. (NHMC) and KGL Investment BV (KGLIBV). NHMC, a domestic company, and KGLIBV, a Dutch company, hold sixty percent (60 percent) and forty percent (40 percent) respectively of the outstanding capital stock of KGLI-NM. KGLIBV is beneficially owned by the KGL Investment Company (KGL Investment), a Kuwaiti company.
KGL Investment initiated investments in port and port-related businesses and other logistics related businesses in the Philippines through the establishment of an air-transportation logistics complex in Clark Field, Pampanga, under an agreement signed with the Clark International Airport Corp. in April 2008.
Thereafter, KGL Investment, through KGLI-BV, invested in Negros Navigation through the establishment of KGLI-NM Holdings, Inc.