Vega Telecom may adjust tender offer for Liberty, says SEC
VEGA TELECOM, Inc. may choose to adjust its voluntary tender offer to minority investors of Liberty Telecoms Holdings, Inc. if information surrounding the reassignment of certain frequencies warrant such a move, according to the Securities and Exchange Commission (SEC).
“It’s been temporary extended to give the parties time to present all the facts for a new valuation to crop up or confirmation of the old one, we really don’t know,” SEC Chairperson Teresita J. Herbosa told reporters late Tuesday.
The corporate regulator is aware of claims from all parties regarding the valuation of shares in Liberty Telecoms, Ms. Herbosa said.
“There are those really vehemently opposing the 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 mutually agreed price that everybody can live with.”
Asked whether Vega Telecom can, therefore, adjust the price of its tender offer to fellow shareholders, Ms. Herbosa answered in the affirmative.
SEC Commissioner Ephyro Luis B. Amatong, however, noted such action will have to come from Vega Telecom. The corporate regulator will then assess the underlying basis and methodology of the valuation, Ms. Herbosa said.
In a letter dated Sept. 16, the SEC Markets and Securities Regulation Department ordered Vega Telecom to defer the conclusion of the tender offer period originally scheduled to end noon of Wednesday.
The regulator asked Vega Telecom to submit an amended tender offer report, discussing the reassignment of coveted frequencies from subsidiary Tori Spectrum Telcom, Inc. to affiliate Bell Telecommunications, Inc., among others.
San Miguel Corp. had controlled Vega Telecom until selling its telecommunications assets, including most of the 700- meghertz spectrum, to industry gains PLDT, Inc. and Globe Telecom, Inc. in a $ 1.5- billion transaction.
The takeover by PLDT and Globe Telecom prompted Vega Telecom to make a voluntary tender offer for the remaining 165,883,221 common shares or 12.82% stake it does not own in Liberty Telecoms for P2.20 per share.
Taking into account frequencies assigned to Liberty Telecoms, some analysts have expected the tender offer price around P5 apiece. The assets, it turned out, were reassigned to affiliate BellTel as early as March 2015.
“The action of the commission is to give the investors time to absorb the news with the information that has come out and also to give Vega, the one making the tender offer, an opportunity to clarify things, so that everybody can have time to absorb the information,” Mr. Amatong said.
In a statement, Vega Telecom clarified that minority shareholders in Liberty Telecoms may continue accepting the tender offer “until further notice.” The company must submit an amended tender offer report at least five business days before Oct. 17.
The SEC is looking separately into the non-disclosure of the reassignment of frequencies until 16 months have passed after the transaction, Mr. Amatong noted.
Ms. Herbosa pointed out the SEC found the information material in relation to the pricing of Vega Telecom’s tender offer and whether the information warranted immediate disclosure presents a separate issue.
Shares in Liberty ended 18 centavos or 7.96% lower at P2.44 apiece on the Philippine Stock Exchange on Wednesday. —