C02523-2024 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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COMMON | 13,277,470,000 | |
PREFERRED | 960 |
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.
Subject of the Disclosure |
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Acquisition of shares in Cemex Asian South East Corporation (“CASEC”), which owns 89.86% of CEMEX Holdings Philippines, Inc. (“CHP”), a publicly listed company. |
Background/Description of the Disclosure |
The Transaction involves the purchase of a total of 42,140,266 common shares (the “Sale Shares”) equivalent to 100% of the total outstanding and issued capital stock of Cemex Asian South East Corporation (the “Target” or “CASEC”) jointly by DMCI Holdings, Inc. (“DMC”), Semirara Mining and Power Corporation (“SCC”) and Dacon Corporation (“Dacon”) (collectively, the “Purchasers”) with the proportion set out below from CEMEX Asia B.V. (“Seller”): |
Date of Approval by Board of Directors |
Apr 25, 2024 |
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Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
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The acquisition of CASEC will allow DMC to venture into the cement industry. |
Date | Apr 25, 2024 |
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Manner |
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The Transaction shall be by way of acquisition by the Purchasers of the Sale Shares from the Seller. The Closing of the Transaction is subject to the approval by the Philippine Competition Commission (“PCC”). |
Description of the company to be acquired or sold |
CASEC is in the business of investment holding. |
Number of shares to be acquired or disposed | 23,915,631 |
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Percentage to the total outstanding shares of the company subject of the transaction | 56.75 |
Price per share | US$7.25 |
Nature and amount of consideration given or received |
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The consideration shall be paid in cash upon Completion. |
Principle followed in determining the amount of consideration |
The consideration reflects the result of the negotiations and views on fair value of both the Purchasers and Seller, having regard to various valuation methodologies and multiple cross-checks. |
Terms of payment |
Payment shall be in cash upon Completion |
Conditions precedent to closing of the transaction, if any |
Completion is subject to the following conditions: |
Any other salient terms |
The purchase price shall take into consideration the movement in net debt and working capital from the time the definitive agreements are executed until Completion Date. |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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1. CEMEX Asia B.V. | No material relationship |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Incorporating cement manufacturing into our portfolio strategically leverages DMCI Group’s expertise. This acquisition introduces new revenue streams, diversifying our financial base and mitigating risks associated with the volatility of commodity prices. |
Other Relevant Information |
None |
Name | Herbert Consunji |
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Designation | Executive Vice President & Chief Finance Officer |