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Maharlika Investment Corp. president and chief executive officer Rafael Consing Jr. has been conditionally elected as a new director of Asian Terminals Inc.
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ATI stockholders on January 30 also approved the increase in the number of ATI’s Board directors from eight to nine and its voluntary delisting from the Philippine Stock Exchange
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These developments follow the announcement last December of MIC that it will be acquiring up to 11.2% of ATI
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A tender offer process will be launched by MIC and ATI to acquire shares from ATI’s public float shareholders at a tender offer price of P36 per share
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ATI said it remains business as usual, reiterating that the delisting process has no impact on its day-to-day operations
Maharlika Investment Corp. (MIC) president and chief executive officer Rafael Consing Jr. has been conditionally elected as a new director of Asian Terminals Inc. (ATI).
His election and the increase in the number of ATI’s Board directors from eight to nine were approved by stockholders owning at least two-thirds or 90.34% of the outstanding shares of ATI during a special stockholders meeting on January 30, the port operator said in a regulatory disclosure.
Consing previously served as chief financial officer and compliance officer of port operator International Container Terminal Services Inc. before retiring in 2023 and taking on a government position as head of Office of the Presidential Adviser on Investment and Economic Affairs, and later as head of MIC.
The election is, however, still subject to the filing of the amendment to ATI’s Articles of Incorporation to reflect the increase in the number of directors from eight to nine, and the approval of the Securities and Exchange Commission of such amendment.
ATI stockholders also approved the voluntary delisting of the port operator from the Philippine Stock Exchange (PSE).
These developments follow the announcement last December of MIC that it will be acquiring up to 11.2% of ATI, which operates Manila South Harbor and Batangas port.
READ: Maharlika Fund buying 11.2% stake in Asian Terminals
State-owned MIC, which manages the country’s first and only sovereign wealth fund, said it is venturing into the port sector in recognition of its vital role in the economy.
MIC said the ATI purchase will be carried out through both a direct acquisition of shares from, and a tender offer to, existing public shareholders.
In a separate statement, ATI said the voluntary delisting process from the local bourse will enable it “greater investment flexibility and enhance operational agility in support of the country’s evolving logistics and supply-chain requirements.”
Under PSE rules, a company’s voluntary delisting must be approved by at least two-thirds of the entire membership of the board of directors, including the majority, but not less than two of its independent directors. It should also be approved by stockholders owning at least two-thirds of the company’s total outstanding and listed shares and with the number of votes cast against the delisting proposal not more than 10% of the total outstanding and listed shares.
Having satisfied these requirements and pursuant to the shareholders’ approval, a tender offer process will be launched by MIC and ATI to acquire shares from ATI’s public float shareholders at a tender offer price of P36 per share.
ATI said this exercise affords its public float shareholders a “clear and regulated mechanism to unlock the value of their holdings as the firm transitions to a private ownership structure.”
The best price offer of P36 per share represents a premium of 49% over the one-year volume weighted average price of P24.15, based on the fairness opinion rendered by independent fairness valuator MBI Capital Corporation.
Consistent with PSE rules, ATI is expected to be delisted 60 days upon filing of the petition for voluntary delisting.
ATI, meanwhile, said it remains business as usual, reiterating that the delisting process has no impact on its day-to-day operations or relationships with employees, customers, and partners. Its services, contracts, and commitments remain unchanged, with ongoing investments focused on capacity expansion, technology adoption, and sustainable operations “actively supporting the growth of the Philippine economy, this time as a privately held company.”
