C04177-2023

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
May 25, 2023
2. SEC Identification Number
19073
3. BIR Tax Identification No.
000-288-698-000
4. Exact name of issuer as specified in its charter
First Philippine Holdings Corporation
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
6th Floor Rockwell Business Center Tower 3, Ortigas Ave., Pasig City Postal Code 1604
8. Issuer's telephone number, including area code
02-8631-8024
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common 469,322,017
11. Indicate the item numbers reported herein
9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

First Philippine Holdings CorporationFPH

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

FPH acquisition of 100% ownership of a medical device business.
Background/Description of the Disclosure

Further to our December 9, 2022 disclosure on the execution of a Share Sale and Purchase Agreement between First Philippine Holdings Corporation (FPH) and The Medical Services of America (Philippines) Inc. (MSA-Philippines), please be advised that FPH has completed the acquisition of MSA-Philippines for a total acquisition price of Four Hundred Twenty Million Eight Hundred Thirty-Six Thousand and Seven Hundred Twenty-Three Pesos (Php420,836,723.00). MSA-Philippines operates a business supplying hospitals with medical device services, including medical personnel.

The acquisition is expected to provide FPH a platform to add new service offerings to what MSA-Philippines offers now in the healthcare industry. Along with Asian Eye Institute, Inc. and Pi Health, Inc., FPH aims to create services that will improve the ecosystem of healthcare providers in the country and, ultimately, the health and wellness of the Filipino population.
Date of Approval by
Board of Directors		 Oct 6, 2022
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The purchase will allow FPH to acquire the entire operations of Medical Services of America Inc., including brand equity, human capital, equipment and fixed assets, and the network it has built in the industry.
Details of the acquisition or disposition
Date May 25, 2023
Manner

Share purchase through the execution of a Share Sale and Purchase Agreement.
Description of the company to be acquired or sold

MSA-PH is an operating domestic entity with two (2) main product lines: Services (cardio-pulmonary equipment rental, supplies, and personnel) and sale of medical equipment and supplies, servicing hospitals all over the country.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 2,170,395
Percentage to the total outstanding shares of the company subject of the transaction 100
Price per share Php207.33
Nature and amount of consideration given or received

After all adjustments, the final purchase price is Four Hundred Twenty Million Eight Hundred Thirty Six Thousand Seven Hundred Twenty Three Pesos (Php420,836,723.00).
Principle followed in determining the amount of consideration

Discounted Cash Flow on 10-year projections with terminal value using pre-pandemic growth rates and margins. The enterprise value excludes cash and debt, but includes inventory and PPE.
Terms of payment

80% of the purchase price shall be paid upon closing, with a 20% retention for post closing audit adjustments.
Conditions precedent to closing of the transaction, if any

The usual conditions precedents (to closing) applicable in this kind of transaction.
Any other salient terms

None
Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Medical Services of America, Inc. None
Effect(s) on the business, financial condition and operations of the Issuer, if any

This transaction is expected to generate synergies and value-accretive returns for FPH’s shareholders.
Other Relevant Information

None
Filed on behalf by:
Name Rachel Hernandez
Designation Vice President