MANILA, Philippines – The Securities and Exchange Commission (SEC) has directed Vega Telecom Inc. to postpone its tender offer for shares of Liberty Telecom Holdings Inc. until the required additional information are submitted.
The SEC asked Vega to defer the conclusion of its tender offer period, originally set on Sept. 21, and submit a new timeline for the offering which should not recommence not later than Oct. 17.
“The new offer period should provide reasonable time to the tendering shareholders to evaluate or assess the amended and/or additional information,” said Graciano Felizmenio, director of the SEC’s Markets and Securities Regulation Department.
The SEC directive came in the heels of the letter complaint filed by Liberty minority shareholders with respect to the valuation of shares.
“The common concern is the belated disclosure of the assignment of frequencies resulting in the confusion in the proper valuation of Liberty’s shares,” the SEC said.
According to the SEC, Vega failed to include or discuss necessary information in the tender offer report.
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It then asked Vega to make a detailed disclosure of the circumstances surrounding the assignment of the said frequencies.
The SEC also asked for a breakdown of the purchase price paid by PLDT and Globe to San Miguel Corp. as per agreement, consisting of the payment as actual purchase price for the shares, payment for outstanding advances and payment in assumed liabilities.
The additional information is critical for shareholders to arrive at an informed investment decision, including whether to hold or sell their shares in response to the tender offer, the SEC said.
Minority shareholders of Liberty found the tender offer price of P2.20 per share too low.
They said the shares should be valued at close to P5 apiece.
PLDT and Globe now control Vega after they jointly acquired San Miguel’s telco assets for P70 billion last May.
The minority shareholders frowned on how Liberty shares were valued since a fairness opinion and valuation report did not take into account the valuable 700 megahertz radio frequencies.
SM, for its part, said it did not disclose the value of the assets, whch include the radio frequencies because these were not considered typical assets.
