SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)

Dec 9, 2022

2. SEC Identification Number

19073

3. BIR Tax Identification No.

000-288-698-000

4. Exact name of issuer as specified in its charter

First Philippine Holdings Corporation

5. Province, country or other jurisdiction of incorporation

Metro Manila, Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

6th Floor Rockwell Business Center Tower 3, Ortigas Ave., Pasig City Postal Code 1604

8. Issuer's telephone number, including area code

02-8631-8024

9. Former name or former address, if changed since last report

N/A

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Title of Each Class	Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common	472,618,944

11. Indicate the item numbers reported herein

9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

First Philippine Holdings CorporationFPH

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
FPH to acquire 100% ownership in a medical devices business.
Background/Description of the Disclosure
On December 9, 2022, FPH signed a Share Sale and Purchase Agreement with Medical Services of America, Inc. to acquire 100% ownership in The Medical Services of America (Philippines) Inc., which operates a business supplying hospitals with medical device services, including medical personnel. The agreement was executed pursuant to the authority delegated by the company’s Board of Directors on October 6, 2022, authorizing certain officers of the company to carry out, undertake and oversee the Corporation’s possible investment in Medical Services of America (Philippines), Inc.

Date of Approval by Board of Directors	Oct 6, 2022

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The purchase will allow FPH to acquire the entire operations of Medical Services of America Inc., including brand equity, human capital, equipment and fixed assets, and the network it has built in the industry.

Details of the acquisition or disposition

Date	TBA

Manner
Share purchase through the execution of a Share Sale and Purchase Agreement
Description of the company to be acquired or sold
MSA-PH is an operating domestic entity with two (2) main product lines: Services (cardio-pulmonary equipment rental, supplies, and personnel) and sale of medical equipment and supplies, servicing hospitals all over the country.

The terms and conditions of the transaction

Number of shares to be acquired or disposed	2,170,395
Percentage to the total outstanding shares of the company subject of the transaction	100
Price per share	Php207.33

Nature and amount of consideration given or received
Enterprise value of Four Hundred Fifty Million Pesos (Php 450,000,000.00), subject to adjustments in accordance with the provisions of the Share Sale and Purchase Agreement.
Principle followed in determining the amount of consideration
Discounted Cash Flow on 10-year projections with terminal value using pre-pandemic growth rates and margins. The enterprise value excludes cash and debt, but includes inventory and PPE.
Terms of payment
20% down payment upon signing of SSPA, 60% payment upon closing, and 20% retention during post-closing adjustments based on post-closing audit findings
Conditions precedent to closing of the transaction, if any
The usual conditions precedents (to closing) applicable in this kind of transaction.
Any other salient terms
None

Identity of the person(s) from whom the shares were acquired or to whom they were sold

Name	Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Medical Services of America, Inc.	None

Effect(s) on the business, financial condition and operations of the Issuer, if any
This transaction is expected to generate synergies and value-accretive returns for FPH’s shareholders.
Other Relevant Information
None