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)
Oct 7, 2024
2. SEC Identification Number
154675
3. BIR Tax Identification No.
948-229-000
4. Exact name of issuer as specified in its charter
CEBU AIR, INC
5. Province, country or other jurisdiction of incorporation
Cebu City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Basement 2 – R 01 – 02, Robinsons Galleria Cebu, General Maxilom corner S. OsmenaBoulevard, Barangay Tejero, Cebu City 6000 Postal CodePostal Code6000
8. Issuer's telephone number, including area code
0288027084
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
624,436,133
Convertible Preferred
309,471,601
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.
Cebu Air, Inc.CEB
PSE Disclosure Form 5-1 - Substantial Acquisitions References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 and/or Section 5 of the Revised Disclosure Rules
Subject of the Disclosure
Acquisition by Cebu Air, Inc. (“CEB” or the “Company”) of AirSwift Transport, Inc. ("AirSwift")
Background/Description of the Disclosure
CEB has officially signed a share purchase agreement ("SPA") with ALI Capital Corp. ("ALICAP") for the acquisition of 100% of AirSwift for PHP 1.75 billion. This transaction has been approved by CEB's Board of Directors, marking a significant step in the airline's continued expansion of services and network reach.
Date of Approval by Board of Directors
Oct 7, 2024
Date of Approval by Stockholders
N/A
Other Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Relevant Regulatory Agency
N/A
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
Following its purchase, CEB will eventually add El Nido to its routes, widening its network which will contribute to growth opportunities, and leveraging its operational expertise to be able to offer more cost-effective options for its growing customer base. With this, the acquisition of Airswift is expected to have a material impact on the net assets and earnings per share of CEB.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
31 May 2024 - ALICAP and CEB signed a non-binding offer letter 07 October 2024 - Signing of the SPA 07 October 2024 - Payment deposited to escrow account, release thereof will be subject to completion of all closing deliverables, conditions and post-closing adjustments.
Identities of the parties to the transaction
Name
Nature of Business
Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
ALI Capital Corp.
Holding Company
None
Cebu Air, Inc.
Air Transportation
None
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
The consideration to be paid is P1.75 billion, comprised of payment for outstanding shares and shareholder advances.The consideration will be paid in cash.
Number of shares to be acquired or disposed : 9,154,783 Percentage to the total outstanding shares of the company subject of the transaction : 100 Price per share : 13.10
Basis upon which the amount of consideration or value of the transaction was determined
The consideration was arrived at after arm’s length negotiations on a willing-buyer, willing-seller basis and took intoaccount, inter alia, the net asset value and financial performance of AirSwift.
The number of shares to be acquired
9,154,783
Ratio/percentage to total outstanding capital stock
100
Terms of payment
The consideration will be a one-time cash payment, but CEB will place the purchase price in escrow. The funds will only be released after all post-closing obligations and the post-closing adjustments are met, as detailed in the SPA.
Conditions precedent to closing of the transaction, if any
Completion of the acquisition is subject to the satisfaction (or waiver) of conditions precedent which are customary conditions for transactions of this type, including all necessary approvals from relevant government bodies, statutory bodies, authorities, commissions, tribunals, agencies or entities and as set out in the SPA.
There shall be customary covenants, representations and warranties for transactions of this type, subject to customary exclusions and limitations.
Description of the company subject of the transaction
Nature and business
AirSwift Transport, Inc. ("AirSwift") is a corporation duly organized and existing under the laws of the Republic of thePhilippines (SEC Registration No. CS200256624) with principal address at 5th Floor Ayala Malls Manila Bay, Diosdado Macapagal Blvd., Parañaque City. As of the date of the SPA, AirSwift has 1,054,783 common shares issued and outstanding with a par value of Php 100.00 per common share and 8,100,000 preferred shares issued and outstanding with a par value of Php 100.00 per preferred share.
Prior to the acquisition, ALI Capital Corp. is the registered and beneficial owner of 100% of the total issued and outstanding capital stock of AirSwift.
Discussion of major projects and investments
None
List of subsidiaries and affiliates, with percentage holdings
Effect(s)/impact on the business, financial condition and operations of the Issuer
Following its purchase, CEB will eventually add El Nido to its routes, widening its network which will contribute to growthopportunities, and leveraging its operational expertise to be able to offer more cost-effective options for its growingcustomer base. With this, the acquisition of Airswift is expected to have a material impact on the net assets and earningsper share of CEB.
Cebu Air, Inc.CEB