Pancake House Inc. has set the stage for the backdoor listing of Max’s restaurant group in the Philippine Stock Exchange, after its unit sold all of its shares to the currently listed food group.
A filing with the local bourse on Friday showed that Pancake House Holdings Inc. (PHHI), the principal shareholder of Pancake House, has agreed to sell to the Max’s Group of Companies all of its shares in Pancake House at a price of P15 a share or close to P3.9 billion total including the tender offer. PHHI currently controls 60.37 percent of Pancake House.
As a condition to its acquisition, the Max’s Group will commence a tender offer to acquire up to 100 percent of Pancake House’s shares. The listed firm informed the Philippine Stock Exchange that the total tender offer price values the entire share capital of Pancake House at close to P3.9 billion on a fully diluted basis, after the conversion into equity of remaining outstanding convertible debt securities issued by the company.
The tender offer is expected to begin in January 2014 after the necessary regulatory filings have been effected, and will be made available to all the shareholders of Pancake House at the same price a share, the company further said.
PHHI Chairman and President Martin Lorenzo said that the offer from the Max’s Group is superior to the other offers the group received, including one from a foreign entity that just had many legal issues to surmount and would have resulted in the company going private.
“While we had spent a lot of time, effort, and resources to make it work, we believe that Max’s Group’s offer that will make us sleep better at night,” Lorenzo said.
He also said that the transaction will put Pancake House in a better position to continue performing strongly in the increasingly competitive casual dining market.
For his part, Robert Trota, chairman of Max’s (Ermita), mentioned that both Max’s and Pancake House have proven track records and a long history of brand recognition, adding that Max’s Group intends to retail Pancake House’s status as a listed company.
“We at the Max’s Group are excited by this unique opportunity to bring together excellent resources and strong brands such as Pancake House and Max’s,” Trota said.