Alterra sets stage for Philab backdoor listing

ALTERRA Capital Partners, Inc. has executed its takeover of Philab Industries, Inc. through a P860-million transaction aimed at facilitating the latter’s backdoor listing on the Philippine Stock Exchange (PSE).

In a regulatory filing, the company listed on the PSE’s small, medium and emerging board said it acquired on Monday 351,740 shares or 93.48% of the outstanding capital stock of Philab Industries for P2,445 apiece.

The acquisition followed the takeover of 67% of the issued and outstanding voting stock of Alterra by Genomics, Inc. and Philab Industries President Hector Thomas A. Navasero from Conrado Rafael C. Alcantara, Alfonso S. Anggala and Star Alliance Securities Corp. through a block sale on Oct. 11.

The purchase that amounted to P362.32 million allowed Mr. Navasero to own a 63.65% stake comprising 198,193,561 shares in the listed company. Genomics, meanwhile, acquired 3.35% or 10,431,240 shares.

Pursuant to the Securities Regulation Code and its implementing rules and regulations, Mr. Navasero and Genomics made a mandatory tender offer for the remaining 102,755,499 shares in Alterra. Only 11,000 shares were offered to and accepted by the new investors.

On Oct. 20, the board of directors and shareholders of Alterra approved its acquisition of the entire issued and outstanding capital stock of Philab Industries and subsequent name change to Philab Holdings, Inc.

In a special meeting on Dec. 15, however, the board of Alterra approved the acquisition of 93.48%, instead of the entire 361,390 shares in Philab industries. Such a transaction paves the way for the laboratory equipment and research provider to go public through the backdoor listing route.

The PSE, under the Supplemental Rule 7 it released in September 2006, deems a backdoor listing to have occurred “when a listed company acquires or merges or combines with an unlisted company, or when a listed company is acquired by, merged or combined with an unlisted company.”

The acquisition, merger or combination should result in a substantial change in the business, membership of the board of directors or voting structure of the listed company.

Aside from the acquisition, Alterra on Monday issued 2 billion common shares from the increase in the authorized capital stock of the company at the subscription price of 25 centavos for a total of P500 million.

The company had an authorized capital stock of P20 million comprising 400 million shares of common stock with a par value of five centavos prior to the amendment of its articles of incorporation and by-laws back in October.

Alterra first disclosed in mid-August the share purchase agreement that Mr. Navasero and Genomics have signed with Messrs. Alcantara and Anggala along with Star Alliance. It then cited the new investors’ plans to construct a Genomics business process outsourcing hub as rationale for the transaction.

“The bidders are looking into the possibility of infusing assets into the company to fund further business projects for the company which, subject to favorable market conditions, may include a Genomics Business Process Outsourcing hub for a next generation sequencing Facility in Asia, focused on wellness, education and health care,” Alterra had noted in tender offer report.

“One option being considered by the bidders is to use the company for the backdoor listing of a business which may contribute to the revenue growth of the company,” added the report filed with the Securities and Exchange Commission on Oct. 12.

Philab Industries has provided laboratory equipment as well as research in the Philippine health care and education market since 1959. As of end-March, it has secured P3.19 billion in new contracts from the Department of Education, the Department of Health and the National Institutes of Health in the University of the Philippines-Manila through 2018.

Shares in Alterra closed five centavos or 2.15% higher at P2.38 apiece on Wednesday.

Source: Business World Online