Premiere Horizon Alliance CorporationPHA

Premiere Horizon Alliance Corporation (PHA) to Acquire 33% of SquidPay Technology, Inc. (SPT)

On October 29, 2020, Premiere Horizon Alliance Corporation (the “Company” or “PHA”) entered into a Memorandum of Agreement with an investor group led by Marvin Dela Cruz for the equity infusion through a subscription of a total of 2,803,030,303 shares (the “Subscription Shares”) or up to 55% ownership in PHA. Subscription to these shares will be at Php0.33 per share for a total consideration of Php925.0 Million, of which Php300 Million will be in cash and the balance of Php625 Million will be via a combination of cash and/or infusion of Squidpay Technology, Inc (“SPT”) shares over a period of 2 years, with the intent of making SPT a subsidiary of PHA.

The Subscription Shares consist of 263,636,364 shares issued out of the unissued capital stock of PHA and 2,539,393,939 shares were subscribed out of the increase of authorized capital stock of PHA, such that, the aggregate shares held by the Investors constituted fifty-five percent (55%) of the resulting issued and outstanding capital stock of PHA after the increase.

The parties also executed the subscription agreements covering the 263,636,364 PHA shares to be issued from the unissued authorized capital stock, at a price of Php0.33 per shares or total consideration of Php87.0 million payable in cash.

The remaining 2,539,393,939 shares were issued from an increase in authorized capital stock of PHA to 6.0 Billion common shares, which was approved by the shareholders in the Annual Shareholders Meeting held in December 17, 2020. The Securities and Exchange Commission (“SEC”) approved the increase in capital stock on May 28, 2021.

Mr. Dela Cruz and his group are the majority owners of Squidpay Technology, Inc. a payment solutions company that aims to provide a convenient electronic payment and collection system through the use of stored value cards and mobile applications.

The terms and conditions of the foregoing transactions and execution of the agreements were approved by the PHA Board of Directors at its meeting held on the same day, October 29, 2020.
Of the total Php925 Million subscription, Php300 Million has been paid to date leaving a balance of Php625 Million.
In a Special Meeting of the Board of Directors of Premiere Horizon Alliance Corporation (PHA) on November 17, 2021, the Board led by Chairman Augusto M. Cosio, approved the acquisition of thirty-three percent (33%) of Squidpay Technology, Inc. for Php561 Million equivalent to two hundred sixty-four million (264 million) existing and outstanding shares of SPT owned by the group led by Mr. Marvin Dela Cruz (the “Acquisition”). The Acquisition will give SPT a Php1.7 Billion Pre-Money Equity Value. The price is within the range of values in the valuation report prepared by KPMG, which values SPT up to Php3 Billion. The acquisition is in line with PHA’s direction of investing in the Fintech space.

PHA will be entitled to three (3) out of the seven (7) Board of Directors’ seats in SPT. PHA and Mr. Marvin Dela Cruz shall also jointly nominate the Chairman of the Board of SPT as well as the Executive Committee Chairman, President, CEO, CFO, and Treasurer.

The funding for the Acquisition will come from the Php625 million subscription payable by the group led by Mr. Marvin Dela Cruz in accordance with the Memorandum of Agreement with PHA dated October 29, 2020. The subscription will be paid in cash which will be utilized for the purchase of SPT shares.

The execution timeline will be subject to the requisite government regulatory approvals, particularly, approval from the Bangko Sentral ng Pilipinas (“BSP”), since SPT is a supervised entity of the BSP,

On November 17, 2021, Mr. Dela Cruz signed and concurred with a Terms of Reference that PHA sent containing the major terms of the Acquisition. The salient terms of the Acquisition contained in the letter have been outlined above. A Share Purchase Agreement and Shareholders Agreement will be executed after the necessary regulatory approvals.

Although the fintech industry is highly competitive and requires continuing source of financial resources, large network of customers and merchants and economies of scale to succeed, SPT has the system and licenses required to extend its market reach and achieve scale for sustainable profitability. There are many identified attractive and high value opportunities that are yet to be captured by the current major industry players which SPT can take advantage of. PHA’s investment in SPT is in line with the focus of PHA in countryside development and financial inclusion especially for the unbanked.

The transaction is subject to the approval by the shareholders in the Annual Stockholders Meeting on December 17, 2021. The execution of the transaction will also be subject to the approval by the Bangko Sentral ng Pilipinas. 

The full payment for the balance of the share subscription will occur within the 1st half of 2022. Subsequently, PHA will apply for approval of the acquisition with the BSP.

BSP approval is required as SPT is a supervised entity of the BSP.

As previously disclosed, “Php300 Million will be in cash and the balance of Php625 Million will be via a combination of cash and/or infusion of Squidpay Technology, Inc (“SPTI”) shares over a period of 2 years, with the intent of making SPTI a subsidiary of PHA.”


There is no immediate plans for an additional transaction or acquisition of SPT shares.

Pre-money valuation is the transaction valuation of an investee company before a new investor funds a capital infusion. The agreed valuation of SPT for this transaction is Php1.7 Billion.

In a Special Meeting of the Board of Directors of Premiere Horizon Alliance Corporation (PHA) on November 17, 2021, the Board led by Chairman Augusto M. Cosio, approved the acquisition of thirty-three percent (33%) of Squidpay Technology Inc. (SPT) for Php561 Million equivalent to two hundred sixty-four million (264 Million) existing and outstanding shares of SPT owned by the group led by Mr. Marvin Dela Cruz. The acquisition will give SPT a Php1.7 Billion Pre-Money Equity Value. The price is within the range of values in the valuation report prepared by R.G. Manabat & Co./KPMG, which values SPT up to Php3 Billion. The acquisition is in line with PHA’s direction of investing in the Fintech space.

Pre-money valuation is the transaction valuation of an investee company before a new investor funds a capital infusion. The agreed valuation of Squid Pay for this transaction is Php1.7 Billion.

From the Php925 Million subscription on October 29, 2020, Php300 Million was subscribed leaving a balance of Php625 Million. A portion (i.e., Php561 Million) of the subscription payable of Php625 Million will be utilized to acquire 33% of SPT shares. We expect this transaction to close within the first half of 2022.

The material terms and conditions have already been disclosed above.

The transaction valuation for SPT was guided by the valuation report prepared by R.G. Manabat & Co./KPMG, which values SPT up to Php3 Billion. After discussions and negotiations between PHA and Mr. Dela Cruz, the parties agreed to a Php1.7 Billion valuation for SPT, representing a discount of over 40% of the top-end of KPMG’s valuation range.

The SPT acquisition will be finalized upon the attainment of the required regulatory approvals.

The Shareholders Agreement and Share Purchase Agreement will be finalized upon approval by the required regulatory agencies, i.e. , the Bangko Sentral ng Pilipinas.

From the Php925 Million subscription on October 29, 2020, Php300 Million was subscribed leaving a balance of Php625 Million. A portion (i.e., Php561Million) of the subscription payable of Php625 Million will be utilized to acquire 33% of SPT. We expect this transaction to close within the first half of 2022.

Squidpay Technology Inc. is a homegrown fintech company, duly registered as an Electronic Money Issuer (EMI) and Operator of Payments System (OPS) with the Bangko Sentral ng Pilipinas (BSP). With a vision of building a financially inclusive and cashless society, SPT provides a convenient electronic payment and collection system through the use of SquidPay cards (online and offline), as well as mobile and web-based applications.
SPT likewise provides a platform for cash-in/out, fund transfer, bills payment and electronic loading. With its business solutions, SPT aims to enable its customers to safely and expediently conduct their financial transactions through the use of a robust digital platform.

SPT was incorporated on 21 May 2020 and currently has an authorized capital stock of Php500,000,000.00 divided into 2,000,000,000 common shares with a par value of Php0.25 per share.

Its core activity is the business of an operator of payment systems and electronic money issuance. It secured its OPS license from the BSP on 20 August 2020 and its EMI license on 04 January 2021.

Rice Competitiveness Enhancement Fund
Rice Farmers Financial Assistance (RCEF-RFFA) Program - SPT was engaged by the Development Bank of the Philippines (DBP) as its FINTECH Partner to facilitate the disbursement of the cash grants under the RCEF-RFFA Program to eligible beneficiaries.

Smart City Initiative
SPT partners with local governments, such as Baguio and Imus, to modernize payment systems and processes.

PHA, being a publicly listed company will help strengthen SPT’s financial position since the Company will be able to access the capital markets and can help SPT in raising funds. PHA’s vision of countryside development complements SPT’s vision of providing financial inclusivity especially for the unbanked who are mostly located in the countryside. The potential economic benefit of this partnership to both PHA and SPT is significant especially in the growing fintech industry amidst the pandemic.

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