C01987-2025 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common Shares | 144,380,334 | |
Total Debt (In Millions of Pesos) | 249,460 |
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Subject of the Disclosure |
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Corporate Disclosure – Press Release entitled “Globe takes its IT arm, Yondu, to greater heights through a joint venture with technology services leader, NCS” |
Background/Description of the Disclosure |
Globe Telecom, Inc. (PSE: GLO), a leading digital platform in the Philippines with major interests in telecommunications, financial technology, corporate venture building, data insighting solutions and digital marketing, with the cooperation of NCS Pte. Ltd. (NCS), entered into an agreement with NCSI Holdings Pte. Ltd. (NCSI) to hold 51% ownership in Globe’s subsidiary, Yondu, Inc. (Yondu), as well as Yondu’s acquisition of NCSI Philippines (NCSI PH) from NCSI, making NCSI PH a fully owned subsidiary of Yondu. Upon closing, Globe will retain 49% ownership in Yondu and NCSI PH. |
Date of Approval by Board of Directors | Mar 26, 2025 |
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Date of Approval by Stockholders, if applicable | N/A |
Description and nature of the transaction including the timetable for implementation, and related regulatory requirements |
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Under the agreement between Globe Telecom, Inc. (“Globe”), NCSI Holdings Pte. Ltd (“NCSI”) and Yondu Inc. (“Yondu”), Yondu shall become a joint venture of NCSI and Globe, with NCSI having 51% ownership, with the balance to Globe. Yondu will simultaneously acquire 100% ownership of NCSI (Philippines) Inc. (“NCSI PH”), currently a subsidiary of NCSI. |
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 combined resources and capabilities of Yondu and NCS are envisioned to transform the joint venture into a Pan-APAC player equipped with global expertise and an innovation sandbox that would facilitate idea sharing and co- development of assets based on Globe and NCS’ intellectual properties. |
Amount of investment and/or interest by the parties involved |
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Under the agreement, NCSI shall acquire Yondu shares from Globe and further subscribe to new shares in Yondu to obtain 51% ownership, with Globe to retain 49% ownership in Yondu. |
Provisions on profit-sharing, arrangements on management and operations |
Globe will retain 49% ownership of Yondu, while NCSI will obtain 51% ownership. |
Conditions precedent to closing of transaction, if any |
Approvals and other conditions customary to similar transactions. |
Other salient features of the joint venture agreement |
N/A |
Name | Nature of Business | Nature of any material relationship with the Issuer and the parties to the joint venture, their directors/officers or any of their affiliates | |
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Globe Telecom, Inc. | Digital platform with major interests in telecommunications, venture capital and venture building, shared services and digital marketing solutions | Parent company of Yondu | |
Yondu Inc. | Provides information technology (IT) services | Subsidiary of Globe | |
NCSI Holdings Pte. Ltd. | Holding Company | Parent company of NCSI (Philippines), Inc. |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Globe will cease to consolidate Yondu’s financials in its consolidated financial statements and will not have a material impact on Globe’s business and consolidated revenues. |
Other Relevant Information |
This information is being disclosed in accordance with the disclosure rules of the Securities and Exchange Commission |
Name | Nina Mikaela Tacandong |
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Designation | Senior Director - Legal Counsel |