JOH’s board of directors on Tuesday approved a memorandum of agreement relating to the proposed sale of the company’s entire stake in H2O to Udenna.
The deal includes over 150.8 million common shares of JOH’s subsidiaries or affiliates that represent 62.006 per cent of the issued and outstanding capital of H2O. JOH owns more than 89.3 million shares or 36.728 per cent of H2O.
Some of the selling affiliates and related parties of JOH in the deal are KGT Ventures Inc, Melan Properties Corp, NGTO Resources Corp, and OTY Development Corp.
Udenna is a holding company of businessman Dennis Uy, the co-founder of Phoenix Petroleum Philippines Inc, and founder of Chelsea Logistics Holding Inc (CLC). He is currently the CEO and president of Comstech Integration Alliance Inc, a unit of Manila Electric Co (Meralco).
H2O as an investment holding company is engaged in the operation, maintenance, and distribution of water supply system through its subsidiary, Calapan Waterworks Corp (CWWC). Its shares are listed on the Philippine Stock Exchange.
Under the memorandum of agreement, prior to the sale, H2O shall implement and complete a spin-off by selling all of its existing business and assets, including shares and interests in CWWC and all other interests in other corporations.
H2O shall also collect all receivables, settle all its obligations, assign its contractual interests, transfer or reassign all of its employees and settle and dissolve its retirement fund.
A detailed share purchase agreement shall be executed by the sellers and Udenna within 45 days from the MOA signing.
The total consideration for the H2O sale to be received by the sellers shall be around $6.5 million (P327.747 million) plus the 62.006 per cent of the remaining cash assets of H2O on closing date.
Udenna shall launch a mandatory tender offer for the H2O shares pursuant to the securities regulation code.