THE TENDER OFFER by investment firm Themis Group Corp. for the publicly held shares of listed shell company Ferronoux Holdings, Inc. drew no takers due to the higher market price, amid the former’s planned backdoor listing.
“There were no availments or tendered shares during the tender offer period,” Ferronoux said in a regulatory filing on Tuesday.
The non-availment in tender offer, as provided by the final tender offer report, was confirmed by China Bank Securities Corp.
The tender offer, priced at P2.22 per share for a total of P284.81 million, was conducted from March 19 to April 21 as part of Themis Group’s planned backdoor listing through Ferronoux.
Ferronoux shares rose by 2.18% or 13 centavos to P6.08 apiece on Tuesday.
In December last year, Ferronoux’s board approved a property-for-share swap with Eagle 1 Landholdings, Inc. and the issuance of 240 million shares to Themis Group, resulting in a change in control and facilitating a backdoor listing.
The property-for-share swap involves issuing up to 918 million common shares at P4.70 each to Eagle 1 in exchange for approximately 9.4 hectares of land adjacent to the Okada Manila integrated casino resort in Parañaque City.
Ferronoux also plans to conduct a follow-on offering within one year from completing the property-for-share swap.
“Acquisitions of shell companies for backdoor purposes are usually done at low valuations, so we don’t expect the tender offer price to be attractive to existing minority shareholders. These are usually just done for formality or for compliance with regulatory requirements,” AP Securities, Inc. Research Head Alfred Benjamin R. Garcia said in a Viber message.
China Bank Capital Corp. Managing Director Juan Paolo E. Colet said the result is unsurprising since the market price is higher than the tender offer price.
“With the completion of the tender offer, the company can proceed with its corporate transformation and capital restructuring,” he said in a Viber message.
“I think a lot of public shareholders are also anticipating that the stock will move higher once the company unveils plans for its valuable parcels of land adjacent to Okada Manila,” he added. — Revin Mikhael D. Ochave
