THE offer price of P2.20 per share in Vega Telecom Inc.’s tender offer for shares of Liberty Telecoms Holdings Inc. can still change depending on the result of the Securities and Exchange Commission’s (SEC) investigation into the valuation issue, a top SEC official said on Tuesday.
Vega has been conducting a tender offer for 165.883 million Liberty shares at P2.20 each, which is equivalent to the remaining 12.82 percent stake in Liberty held by the public.
Through the tender, Vega is set to corner the publicly listed shares from minority stakeholders, after which it will make Liberty a wholly owned subsidiary of Vega.
But the SEC suspended the tender offer of Liberty shares — initially scheduled to run from August 24 to September 21 — to give tendering shareholders time to “evaluate or assess” the recent additional information given by Vega’s former owner San Miguel Corp. (SMC), as the new information could affect the valuation of the shares in question.
Vega’s owners are now telco giants PLDT Inc. and Globe Telecom Inc. after the SMC Group sold its telecommunications business for P69.1 billion to the two telcos last May 30.
SEC Chairperson Teresita Herbosa said late Tuesday that the commission has “temporarily extended” the tender offer to give the tendering parties “time to present all the facts” that can determine whether or not the Liberty shares were fairly valued at P2.20.
She said some shareholders are questioning the P2.20 price in relation to the new information provided by SMC that there was a transfer of the coveted radio frequencies from Liberty’s Tori Spectrum to Vega’s BellTel in March 2015, albeit undisclosed to the public.
“We’re aware of all the claims of all the parties regarding the valuation. There are those that really vehemently oppose the [P2.20] offered price. Of course, the others are saying that that’s really what it is, according to accounting procedures, or fair valuation procedures. So we’re hopeful at this point that there will be a mutually agreed price that everybody can live with,” Herbosa told reporters.
Herbosa, together with SEC Commissioner Ephyro Amatong, explained that the regulator has no power to dictate the valuation of Liberty shares, but can only ask the parties involved “to explain” and “justify” how did they arrive at the valuation, considering the new information on the transfer of the frequencies, and whether or not this is material to the valuation.
“We asked them [Vega] to explain based on the information that has come out… and depending on the circumstances, they may or may not alter the valuation,” Amatong said.
“They will still present to us. We have to see the underlying basis for the valuation, and their methodology… because we don’t know if the new information is material or if it affected the price. But since the complainants have brought it up, so we have to take a look at that,” Herbosa said.
The SEC said Vega should clarify the valuation issue on or before Friday, September 23.
Asked about the undisclosed transfer of the frequencies, Amatong declined to comment further, but said the matter is a “separate case” that should also be looked into.
“The issue of the transfer of frequencies, whether or not it was timely disclosed because it surfaced just recently, is a separate issue. But we can’t talk about it right now,” Amatong said.
Before the transfer of frequencies, Liberty held most of the prized 700 megahertz (MHz) spectrum, a frequency band that allows for faster and wider data penetration and lower broadband prices.