Tender Offer for LPZ Common Shares

On December 1, 2020, First Philippine Holdings (FPH) announced its intention to tender for 20% and up to 45.56% of its parent company, Lopez Holdings’ (LPZ) common shares at a tender offer price of P3.85 per share. The purpose of the tender offer is to consolidate the Lopez Group’s ownership in LPZ. The tender offer commenced on January 22, 2021 and was scheduled to end on February 19, 2021.

On January 20, 2021, FPH amended its tender offer to reduce the maximum number of LPZ shares it will acquire through the tender, from 45.56% to 34.5%. The reduction in the number of shares to be acquired removed the risk of Lopez Holdings falling below the minimum public ownership requirement that would result in a delisting of Lopez Holdings from the Philippine Stock Exchange (PSE). In addition, FPH made the decision to reduce the number of shares to be acquired as it wanted to remove the seeming pressure that some shareholders of Lopez Holdings felt from the possible delisting of LPZ.

Due to lingering concerns expressed by some LPZ shareholders that, even with the reduced maximum number of shares to be acquired under the Tender Offer, there is a possibility that the resulting public float of LPZ will fall below the minimum public float requirement, on February 16, 2021, FPH filed a second amendment to its tender offer with the SEC, which reflects a further reduction of the maximum number of LPZ shares to be acquired by FPH to 1,430,824,156 which is equivalent to 31.5% of the total issued and outstanding common shares of LPZ.  Included in the second amendment was an extension of the Tender Offer period by an additional ten (10) trading days, from February 19, 2021 to March 8, 2021, subject to clearance by the Securities and Exchange Commission.    FPH believes that the extension would allow the investing public time to digest the foregoing and to make a decision on whether or not to avail of the tender based on the revised parameters and information provided in the Second Amended Tender Offer Report.

On February 22, 2021, FPH filed its third Amended Tender Offer Report which reflects and includes, among others:

  1. Confirmation that the Tender Offer Period will close on 8 March 2021 as cleared by the SEC, and
  2. An updated Valuation Report rendered by the Independent Financial Adviser (“IFA”), KPMG (R. Manabat & Co.) dated February 18, 2021, aimed to address the comments raised by the SEC. The updates stated therein did not result in any change in the valuation and fairness opinion expressed in the original Valuation Report dated 14 December 2020.

A copy of the third Amended Tender Offer Report may be downloaded below.

17-C Filing of Third Amendment of Tender Offer dated February 22, 2021

17-C Filing of Second Amendment of Tender Offer dated February 16, 2021

Third Amended Tender Offer Report

17-C Request for Extension of Tender Offer Period dated February 15, 2021

Second Amended Tender Offer Report

17-C Amendment of Tender Offer dated January 20, 2021

Tender Offer Disclosure and Press Release dated Dec. 1, 2020

Amended Tender Offer Report

Tender Offer Report

Frequently Asked Questions

Do you have inquiries? Send your inquiries below.

Tender Offer Agent
BDO Securities Corporation
ATTN: Ms. Michelle Gaspar, Mr. Donald Buensuceso
Email: [email protected], [email protected]
Address: 20th Floor South Tower, BDO Corporate Center 7899 Makati Avenue, Makati City, Philippines
Telephone: +632 8840 7080, +632 8840-7000 local 32104 or 33667

Stock Transfer Agent
RCBC Stock Transfer
ATTN: Mr. Antonio B. Madrid, Jr.
Email: [email protected]
Telephone:+63 (2) 8894-9000 local 3694, 3693, 3692