MITSUBISHI Corp. will increase its economic stake in Ayala Corp. to 15% from 4.7% under a P44.5-billion transaction that will also raise the Japanese company’s voting interest in the Philippine conglomerate to 20%.
Ayala Corp. said in a disclosure on Monday that the transaction, valued at about $700 million, is based on an agreed subscription and acquisition price of P650 per common share and involves a combination of primary and secondary shares, including a voluntary tender offer.
The company expects to receive about P20 billion in proceeds, which it plans to use to reduce debt, continue its share purchase program covering Ayala Corp. and its listed subsidiaries, and fund future growth initiatives.
As part of the transaction, Ayala Corp. intends to conduct a voluntary tender offer on behalf of Mitsubishi for up to about 30 million common shares at P650 apiece.
“The tender offer will provide public shareholders with an opportunity to participate in the transaction and realize value at the same P650 per share price agreed with Mitsubishi. Additional details regarding the tender offer will be disclosed in due course,” Ayala Corp. said.
The P650 tender offer price is about 22% above Ayala Corp.’s P533 closing price on Monday.
“This transaction represents much more than a capital investment,” Ayala Corp. Chairman Jaime Augusto Zobel de Ayala said.
“It reflects the strength of a relationship built over many years and a deep alignment in values, long-term thinking, and responsible business stewardship,” he added.
Ayala Corp. and Mitsubishi also plan to expand their cooperation in infrastructure, energy transition, real estate, digital technologies, mobility, logistics, and other emerging industries.
The company said Mitsubishi’s global network, industry expertise, and market relationships are expected to support business expansion and technology and knowledge transfer across the conglomerate’s portfolio.
“Mitsubishi’s increased investment in Ayala Corp. is designed to grow value for Ayala’s shareholders by combining global reach and technology of one of Japan’s leading trading houses with the assets of one of the Philippines’ most diversified conglomerates,” Ayala Corp. President and Chief Executive Officer Cezar P. Consing said.
“This is about turbo-charging a 52-year relationship to benefit our various stakeholders,” he added.
Subject to shareholder and regulatory approval of proposed amendments to Ayala Corp.’s articles of incorporation, the company’s board will be expanded to nine members from seven.
Ayala Corp. and Mitsubishi have had a business relationship spanning 52 years and have worked together across several sectors and ventures.
The transaction remains subject to conditions precedent, closing conditions, and applicable regulatory approvals.
At the local bourse on Monday, Ayala Corp. shares rose 5.13% to P533 apiece. — Alexandria Grace C. Magno
