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)
Sep 15, 2015
2. SEC Identification Number
A200117708
3. BIR Tax Identification No.
219-934-330
4. Exact name of issuer as specified in its charter
Xurpas Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7F Cambridge Centre, 108 Tordesillas St., Salcedo Village, Makati CityPostal Code1227
8. Issuer's telephone number, including area code
(632) 889-6467
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 Shares
1,720,000,660
11. Indicate the item numbers reported herein
Item 2
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.
Xurpas Inc.X
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 of 51% stake in Yondu Inc. ("Yondu") through original subscription and purchase of shares
Background/Description of the Disclosure
Xurpas Inc. ("Xurpas") signed an agreement with Globe Telecom, Inc. ("Globe") today, with Xurpas investing Php900 Million for a 51% equity stake in Yondu. Yondu, a wholly owned subsidiary of Globe, is engaged in content development and provision of mobile value-added services and information technology services.
Date of Approval by Board of Directors
Sep 15, 2015
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
Xurpas' investment solidifies the partnership of Globe and Xurpas in the internet and digital space, and will transform Yondu into a regional arm for digital content distribution and other technology-driven services. The strategic alliance of Globe and Xurpas in Yondu bolsters Xurpas' continuing efforts to develop and expand existing content and spurs its continued expansion beyond the Philippines.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
On September 15, 2015, Globe and Xurpas executed the Deed of Absolute Sale for the sale of shares, while Xurpas and Yondu signed the Subscription Agreement for the original subscription. Based on the said agreements, Xurpas will acquire 22,950 common shares through primary and secondary issuances equivalent to 51% shareholdings in Yondu, for a total consideration of Php900 Million.
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
Yondu Inc.
Mobile valued-added service and information technology service provider
None
Globe Telecom, Inc.
Telecommunications
None
Terms and conditions of the transaction
The nature and amount of consideration (e.g. price per share, the aggregate amount)
Xurpas will acquire 22,950 common shares through primary and secondary issuances equivalent to 51% shareholdings in Yondu, with an aggregate price per share of Php39,215, for a total consideration of Php900 Million.
Basis upon which the amount of consideration or value of the transaction was determined
The consideration was determined based on the negotiations of the parties.
The number of shares to be acquired
22,950
Ratio/percentage to total outstanding capital stock
51
Terms of payment
Straight cash payment upon signing of the Deed of Absolute Sale and Subscription Agreement
Conditions precedent to closing of the transaction, if any
None
Description of the company subject of the transaction
Nature and business
Yondu, a wholly owned subsidiary of Globe, is a leading content developer and provider of mobile value-added services and information technology services. It was incorporated on July 23, 2001 and was formerly known as Entertainment Gateway Group Corp. Its principal office is located at 7th Floor Panorama Building, 34th St. corner Lane A, Bonifacio Global City, Taguig City.
Yondu received the Innovation Award from the Internet and Mobile Marketing Association. It was also part of Red Herring's Global Top 100 Companies for innovative mobile content and applications.
Discussion of major projects and investments
Yondu is a technology solutions company and has developed various software solutions. One of which is Mobile360, an SMS and app builder platform, where the SMS platform enables companies to acquire, engage and manage customers via SMS and other mobile-driven channels, while the app builder platform allows users with or without coding skills to create an app for Android, IOS or Windows and publish in app stores, complemented with full managed service and support powered by Yondu.
Yondu has also created PeopleCentral, a cloud-based integrated HR and Payroll system, and Ask Tracey, a locator app with specific features for consumers and enterprises. Other ready-made software offered through reselling partnership is available, such as: 1) KMS Lighthouse, a knowledge management platform for service agents; and 2) Sapience, a business solution that monitors employees' time spent on projects and improves efficiency.
Yondu has also created Ayala Group of Companies’ mobile-based system for emergencies and disasters for its thousand of employees called ASSIST or Ayala Sign-in System for Immediate Support.
List of subsidiaries and affiliates, with percentage holdings
Effect(s)/impact on the business, financial condition and operations of the Issuer
1. Xurpas solidifies its strategic partnership with Globe in the internet and digital space, transforming Yondu into a regional arm for digital content distribution and other technology-driven services.
2. The acquisition will integrate Yondu's existing content and services with Xurpas' and thus, will accelerate the development and expansion of Xurpas' existing content.
3. Xurpas expects to boost its revenues and profits with the consolidation of Yondu's healthy bottomline with that of Xurpas. For 2014, Yondu reported stand-alone revenues of Php854 Million and net income of Php251 Million.
Other Relevant Information
For this acquisition, Xurpas used Php865 Million from the proceeds of its initial public offering and Php35 Million from internally generated funds.
Xurpas Inc.X