UNIHOLDINGS Inc., formerly known as Chemical Industries of the Philippines Inc. (CIP) or Chemphil, said that its board had approved the exclusion of Unioil Group Inc. from its merger with six other firms as part of an internal restructuring.
In a filing, Uniholdings said the board had approved the continuation of the merger with the following entities: Addventure Properties Inc., Citiworld Properties and Development Corp., Exquadra Inc., Quantumlink Realty Corp., Buklod Realty Corp., and Rivertanks Inc., with Uniholdings as the surviving entity.
Uniholdings said that Unioil Group was excluded from the restructuring "to clearly delineate and define the lines of businesses within the organization, with Uniholdings Inc. focusing primarily on businesses related to real estate."
Uniholdings said that, subject to the confirmation of valuation and approval of the Securities and Exchange Commission (SEC), "all the shares of the capital stock of the absorbed corporations issued and outstanding on the effective date of the merger shall be canceled."
In exchange for the net assets of the absorbed corporations and the canceled shares of stock of the absorbed corporations' stockholders, an aggregate of nearly 62 million Uniholdings shares will be issued out of the increase in capital of the company.
"The company shall cause the filing of the articles of merger, plan of merger, and such other required documents" with the SEC, the Philippine Stock Exchange (PSE), and other regulatory agencies as may be necessary, it added.
Last September, the company told the bourse that it was amending its articles of incorporation to increase authorized capital stock from P190 million to P2 billion, divided into 200 million shares at P11 apiece, and that the proposed amendments were in connection with the internal restructuring.
Unioil Group is an investment company affiliated with Unioil Investment Inc., Oilbay Holdings Ltd., and Oiland Development Corp. It acquired about 78 percent of Chemphil in February 2020 after most shareholders sold their stocks to the group. Reports at the time speculated that the group had planned to use CIP as a backdoor-listing vehicle.
Uniholding shares last traded at P170 each on May 15.
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