New owner, new tender to buyout Seacem’s public stockholders



THE public investors still own 709.542 million shares in Southeast Asia Cement Corp., or Seacem. Their holdings represent approximately 10.13 percent of the company’s outstanding shares.

As the only ones remaining in the list of original stockholders after they have been “orphaned” by the departure of their company’s two principal stockholders, along with a significant stockholder, will they accept the newcomers’ tender?

Calumboyan Holdings Inc., Lafarge Holdings Inc. and Seacem Silos Inc. have sold their combined holdings totalling 6.294 billion Seacem shares to a Cebu-based group.

At P0.4083 per share, the three grossed P2.57 billion.

But Calumboyan and Lafarge Holdings left Seacem with much, much more. After Seacem had bought out the public stockholders via a tender, it declared P1.656 per share cash dividend, the biggest in the company’s history, and distributed as property dividend more than 930 million treasury shares resulting from the tender.

Calumboyan and Lafarge have been very lucky to have been where they were when Seacem felt more generous. From 2011 to 2013, they received dividends after dividends, which as of last filing this month totalled P13.861 billion. Without rounding off the numbers, the two former significant stockholders of Seacem left richer by P16.431 billion, including the proceeds from their sale of Seacem shares.

Such huge amount must be Seacem’s rewards to its majority stockholders for sticking to it and successfully helping in its rehabilitation. Having been once a distressed cement company, it is now able to declare dividends in billions of pesos out of its accumulated retained earnings and treasury shares.

But the downside to this development inside Seacem is the next move to be taken by Lafarge Holdings. For sure, it would remit its share of Seacem dividend and the proceeds from the sale of Seacem shares, which total P5.803 billion, to its parent company back in France. In US dollars, the remittance would be equivalent to $141.536 million.

But is Lafarge Holdings simply reducing its exposure here or preparing to leave? Hopefully it won’t give up its holdings in another listed company.

Lafarge Holdings owns 2.270 billion shares, or 38.97 percent, in Lafarge Republic Inc. (LRI), which, like Seacem, is also listed on the Philippine Stock Exchange. At the stock’s high of P12.24 and low of P10.50, its LRI holdings’ worth range from P27.85 billion to P23.835 billion.

The computations of Lafarge’s holdings in LRI are shown here not because it is selling. But just in case it does, then the public stockholders would know what to do and what to expect in the days to come.

Who knows, if Lafarge Holdings quietly unloaded its Seacem shares, it could do the same with its LRI shares?

LRI’s public stockholders should have learned a lesson or two from their counterparts in Seacem. By now they would know that the small investors in Seacem have not been fully informed of the plans of the French group and its allies who simply abandoned.

In other words, not that Seacem’s small investors have been cheated. Yet they should have been told through proper disclosures that Seacem would be declaring a series of dividends after they have parted with their Seacem shares which would later on be declared as property dividends, most of them going to Lafarge Holdings and Calumboyan, being the biggest principal stockholders, who, as of May 31, 2013, together own 6.187 billion Seacem shares, or 95.92 percent.

Of course, have the public not been tempted to become stockholders of LRI, there would have been no treasury shares to distribute as dividend to Seacem stockholders led by Calumboyan and Lafarge Holdings.

With Calumboyan, Lafarge Holdings and Seacem Silos out of Seacem, what is it that would stop the new majority owners from taking Seacem private again? The few remaining “publics” won’t know for sure what’s in store for them with the takeover by IHoldings Inc., Kwantlen Development Corp. and Januarius Resources Realty Corp.

Certainly, the market rule requires another tender by the new owners at the same price they had bought the two big sellers. At P0.4083, Seacem’s public stockholders’ 709.542 million shares would fetch P289.706 million, which would put the price of the entire company at P2.860 billion.

Will the few public stockholders, who had refused Seacem’s tender, also take a big gamble by not selling their shares to the new majority stockholders? If they do, they should ask that they be told again through a proper disclosure what is in store for them under the new management.


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