Unresolved issues kill GMA, RSA share sale deal


GMA Network Inc. (GMA) has claimed that businessman Ramon S. Ang (RSA) did not accept the deed of absolute sale covering the acquisition of a minority stake in the broadcast giant and instead proposed other terms and conditions to discuss.

In a statement, Angela Javier Cruz, GMA vice president for Corporate Communications said, “On May 18, Buyer [RSA] informed the Major Shareholders that he does not accept the Deed of Absolute Sale, and proposed new matters and terms.”

On June 22, the major shareholders (the Jimenez, Duavit and Gozon groups) informed the buyer that they do not agree to the new terms, a renegotiation or a new round of negotiations and reserved all their rights and remedies.

Last Wednesday, the buyer’s counsel provided another reason for not continuing with the transaction citing the lapse of the exclusivity period on November 15, 2014.

GMA on Friday said it did not give Ang any deadline to acquire a minority stake in the network, but a decision should have been made within a “reasonable time.”

“The major shareholders of GMA Network (the Jimenez, Duavit and Gozon Groups) wish to clarify that contrary to the misimpression that may have been created that they abruptly terminated the negotiations for the purchase by Mr. Ramon S. Ang (RSA) of part of their shares in the network,” Cruz said in a separate statement.

“They were constrained to terminate the negotiations only after (a) more than one (1) year of negotiations, (b) they had accepted on March 21, 2015, all the remaining proposals of RSA as of February 27, 2015, (c) RSA continued to make new/additional proposals and/or make new requirements after the sellers had already accepted all of the proposals of RSA on March 21, 2015, and (d) after the statements of Mr. Gozon during the company’s financial briefing on May 14, 2015 were widely published in the broadsheets that ‘the ball is now in RSA’s court,’ that there was no deadline given but decision should be made within a “reasonable time.”

In a separate disclosure to the Philippine Stocks Exchange (PSE) early last week, GMA said it was open to entertain new partners and that the talks between GMA’s major shareholders and Ang over a minority stake in the network have been “terminated.”

Unresolved matters
“That’s not true,” Ang said in a text message to reporters on Friday. “As late as May 9, GMA was still sending revised drafts of the transaction documents. On May 18, I replied on among others unresolved issues raised by their May 9 transmittal.

“On June 22 at 5 p.m. GMA sent another letter stating their own views on the unresolved matters without saying that they would no longer proceed with the transaction. Then, first thing the following day, GMA disclosed to the PSE that they are terminating. If that is not abrupt I don’t know what is.”

By late Friday, GMA disputed Ang’s statement.

“The statement of the Buyer [RSA] is not correct. There were at least two documents transmitted on May 9 by the counsel for the Major Shareholders. The Share Purchase Agreement involving the Major Shareholders as participating in the sale with all the terms and conditions agreed upon by the Sellers and the Buyer as per acceptance of the latter’s remaining position on certain issues by the former on March 21.

“The other document was the Deed of Absolute Sale on the Gozon Group Shares without the other groups participating, document of which was suggested after the RSA and MRJ (Menardo R. Jimenez) discussion,” the statement read.

“Both transmittals were made by counsel on a without prejudice basis given that on March 26, Buyer already walked away and informed Sellers that he is no longer proceeding with the Transaction on grounds of alleged material changes on the company which are not valid and not borne by the facts and recent financial reports of the company,” Cruz added.


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