C07624-2021 |
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Subject of the Disclosure |
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Ayala Corporation's wholly owned subsidiary, AC Logistics Holdings Corporation, signs an Investment Agreement for 60% interest in Air21 Holdings Inc. |
Background/Description of the Disclosure |
On 11 November 2021, Ayala Corporation’s (“AC”) new logistics arm, AC Logistics, signed an Investment Agreement with Mr. Alberto D. Lina (“Mr. Lina”), Air 21 Holdings Inc. (“AHI”), Airfreight 2100, Incorporated (“AIR21”), Air 2100, Inc. (“AIR21 Subic”), U-Freight Phils., Inc. (“U-Freight”), U-Ocean, Inc. (“U-Ocean”), Cargohaus, Inc. (“CHI”), LGC Logistics, Inc. (“LGC”), Waste & Resources Management, Inc. (“WARM”), and Integrated Waste Management, Inc. (“IWMI”) to acquire a 60% interest in AHI for Php 6bn through acquisition of secondary shares and subscription to primary shares, subject to the satisfaction of closing conditions precedents. |
Date of Approval by Board of Directors |
Apr 23, 2021 |
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Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
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The acquisition in AHI gives AC Logistics, through the various subsidiaries of AHI, an end-to-end logistics platform capable of serving the supply chain requirements of multiple industries in high-growth markets. The AIR21 Group is engaged in a broad range of supply chain services covering, door to door express delivery, international and domestic freight forwarding, warehousing and waste logistics management. |
Date | TBA |
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Manner |
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The acquisition of 60% interest in AHI will be through acquisition of secondary shares and subscription to primary shares, subject to closing conditions precedent. |
Description of the company to be acquired or sold |
AHI is a holding company owned by Mr. Lina that will consolidate his equity interests in AIR21, AIR21 Subic, U-Freight, U-Ocean, CHI, LGC, WARM and IWMI. These companies provide a broad range of logistics services that include, door to door express delivery, international and domestic freight forwarding, warehousing and waste logistics management. |
Number of shares to be acquired or disposed | 2,602,489,440 |
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Percentage to the total outstanding shares of the company subject of the transaction | 60 |
Price per share | Less than 10% of AC's total equity |
Nature and amount of consideration given or received |
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Php 6.06 billion |
Principle followed in determining the amount of consideration |
Comparable market multiples, discounted cashflow methodology, and other relevant metrics |
Terms of payment |
Proceeds shall be released to Mr. Lina, and subscription payments shall be paid to AHI, upon the satisfaction of closing conditions precedent (“Financial Close”). |
Conditions precedent to closing of the transaction, if any |
To achieve the Financial Close, there are conditions precedents that Mr. Lina will need to fulfill which includes the completion of the consolidation of Mr. Lina’s equity interest in the operating companies in AHI, completion of due diligence with results satisfactory to AC Logistics and getting regulatory approvals. |
Any other salient terms |
N/a |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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The investment in AHI will provide AC Logistics with an end-to-end supply chain platform that is capable to service the needs of growing and evolving industries and ecosystems. |
Other Relevant Information |
None |
Name | Celeste Jovenir |
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Designation | Investor Relations Head |