Conglomerate San Miguel Corp. said Monday it is consolidating its beer and liquor business under food manufacturing unit San Miguel Pure Foods Co. Inc. via a share swap transaction.
San Miguel said in a disclosure to the stock exchange it would transfer 7.86 billion shares in San Miguel Brewery Inc. and 216.97 million shares in Ginebra San Miguel to SMPFC with a combined value of P336.35 billion as a part of move to consolidate its food and beverage businesses under one subsidiary.
SMPFC will then issue 4.24 billion shares to SMC.
SMPFC will then increase its authorized capital stock to P12 billion, comprising 11.6 billion shares with a par value of P1 each and 40 million preferred shares with a par value of P10 each, from P2.46 billion.
“After the SEC approves the amendments to deny pre-emptive rights for issuances of common shares and reduce the par value of common shares, and the company’s authorized capital stock is increased, it can and will have enough common shares to issue to SMC for the share swap transaction, as well as conduct a subsequent follow-on share offering to comply with the minimum public ownership requirement of the exchange,” SMPFC said.
SMPFC will also change of its primary purpose to include alcoholic and non-alcoholic beverage business and will the change of corporate name to San MiguInc.el Food and Beverage
It will also reduce the par value of the common shares to P1 per share from P10 per share.
“The amendments to the primary purpose and corporate name will result in the company being authorized to engage in the beverage business, and representing itself to the public as now being a food and beverage corporation,” SMPFC said.
A tender offer will be made for SMB and GSM common shares held by minority shareholders in connection with the share swap transaction.
The company said it would ask the Securities and Exchange Commission and the Philippine Stock Exchange to allow the company to defer compliance with the 10-percent minimum public ownership requirement as a result of the share swap.
Share price of SMPFC jumped 50 percent Monday o P462 while the stock price of San Miguel also closed higher by 5.43 percent to P106.80.