PHILIPPINES – Vista Land & Lifescapes Inc (PSE:VLL) signed an agreement to acquire approximately 88.25 percent of the of the outstanding common capital stock of Starmalls, Inc for about Php30.185 billion, the company said in a disclosure to the Philippine Stock Exchange.
Vista Land is acquiring Starmalls from the Fine Group. It will also issue a total of 4,573,276,535 new VLL shares to the Fine Group.
The purchase price, payable in cash, represents a 44.87 percent discount to the last traded price of Starmalls of P8.18 per share as of November 9, 2015 and is supported by a Fairness Opinion issued by ING Bank N.V. Manila Branch.
743,293,328 STR common shares held by Fine Properties representing approximately 8.82 percent of Starmalls’ total issued and outstanding common stock, which are currently subject to a mandatory lock-up under Philippine Stock Exchange (“PSE”) rules, will be acquired by Vista Land after the expiration of the lock-up period on or about January 29, 2016 (the “Lock-up”) (the “Second Purchase”). Such STR shares will also be purchased for the amount of P4.51 per share, the same Purchase Price and same terms and conditions as the First Purchase.
In consideration of and as a material condition to Vista Land’s purchase of the Fine Group’s Starmalls shares, the Fine Group agreed to invest 97.5 percent of the consideration to be received from the First Purchase and the Second Purchase in Vista Land, by subscribing to a total of 4,573,276,535 common shares of Vista Land to be created as part of the increase in the authorized capital stock of Vista Land from P12.0 billion to P18.0 billion, as approved by the Board of Directors on July 15, 2015 and the stockholders of Vista Land on August 28, 2015.
This investment by the Fine Group in Vista Land will be implemented through three tranches, namely: on November 10, 2015, the Fine Group will subscribe to a total of 1,500,000,000 Vista Land common shares; simultaneously with the closing of the First Purchase, the Fine Group will subscribe to 2,616,151,139 Vista Land common shares; and upon the expiration of the Lock-up and simultaneously with the closing of the Second Purchase, Fine Properties will subscribe to 457,125,396 Vista Land common shares. – BusinessNewsAsia.com