NLEx-TMC merger seen completed by 3rd quarter
NLEX CORPORATION and the Tollways Management Corp. (TMC) is set to complete its merger by the third quarter, parent Metro Pacific Investments Corp. (MPIC) said on Monday.
MPIC told the Philippine Stock Exchange that NLEx and TMC on Monday signed the plan and articles of merger to combine the two units.
NLEx, formerly known as Manila North Tollways Corp., will be the surviving entity.
“NLEx will remain to be an indirect subsidiary of MPIC after the implementation of the merger, which is expected to be completed around the 3rd quarter of the year,” the infrastructure conglomerate said in its regulatory filing.
NLEx is the concessionaire for the North Luzon Expressway and the Subic- Clark-Tarlac Expressway projects as well as the Connector Road Project linking North Luzon Expressway and South Luzon Expressway.
On the other hand, TMC is engaged in the operations and maintenance of tollways, its facilities, interchanges and related works, among others.
MPIC said the merger will take effect within 15 days after the Securities and Exchange Commission (SEC) approves the articles of merger.
“Upon the effective date of the merger, each TMC shareholder participating in the merger shall receive common shares in NLEx using the exchange ratio of 2.7 NLEx common shares for every one TMC common share — or such other exchange ratio prescribed by the SEC,” the company said.
Alternatively, a TMC shareholder who exercised its appraisal right under the law will instead sell its common shares to TMC for cash, as provided for under the Corporation Code of the Philippine.
“Upon the effectivity of the merger, NLEx shall be deemed as having acquired all the assets, and assumed all the liabilities of TMC,” MPIC added.
The listed conglomerate announced the merger plan for its two units in October last year, after the board of directors of the former MNTC and TMC approved the merger.
MNTC President and CEO Rodrigo E. Franco said then that the move is “part of efforts to streamline the processes and services” of the two firms, as well as strengthening its fiscal position to undertake bigger projects.
“We expect by combining the two we will have a stronger merged company that will be able to undertake important projects under the concession and the new projects that we’ve won... We want to really have a more efficient company and financially stronger because you’re combining two entities and creating synergies that will create a company that is more efficient, a company that will have a better access to capital to support our upcoming projects including the connector road,” Mr. Franco had said.
Shares in MPIC slipped by 10 centavos or 1.54% to close at P6.38 each on Monday.
MPIC is one of three key Philippine units of Hong Kong-based First Pacific Co. Ltd., the others being Philex Mining Corp. and PLDT, Inc. Hastings Holdings, Inc., a unit of PLDT Beneficial Trust Fund subsidiary MediaQuest Holdings, Inc., has a majority stake in Business World through the Philippine Star Group, which it controls. —