C03405-2025 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common Shares (In Millions of Pesos) | 144,380,334 | |
Total Debt (In Millions of Pesos | 241,976 |
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Subject of the Disclosure |
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Amended Disclosure on ECPay Sale |
Background/Description of the Disclosure |
Further to our disclosure dated 29 September 2023 in relation to the proposed sale by Globe Telecom, Inc. and Payment One, Inc. of the entire issued and outstanding share capital of Electronic Commerce Payments (EC Pay), Inc. (“ECPay”) to Globe Fintech Innovations Inc. (“Mynt”) (“Transaction”), we disclose that today, we received a certification from the Philippine Competition Commission allowing the transaction to proceed, subject to strict compliance by ECPay and Mynt of their respective voluntary commitments. Completion is expected to occur upon receipt of approvals from other relevant regulatory bodies and satisfaction of closing conditions. |
Date of Approval by Board of Directors |
Sep 29, 2023 |
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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 acquisition is expected to better harmonize the capabilities of both ECPay and GCash. Through Mynt, ECPay can better traverse the evolving digital landscape and maximize its untapped potential. |
Date | Sep 29, 2023 |
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Manner |
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The parties have entered into a Share Purchase Agreement. |
Description of the company to be acquired or sold |
ECPay is a customer purchase and payment system provider in the Philippines, enabling merchants in both offline and online channels with the one-stop-shop proposition and offer customers convenient payment platforms. |
Number of shares to be acquired or disposed | 77,000,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 77 |
Price per share | PHP30.00 |
Nature and amount of consideration given or received |
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PHP 2,310,000,000.00 |
Principle followed in determining the amount of consideration |
Discounted cash flow methodology and other financial metrics. |
Terms of payment |
PHP 2,117,500,000.00 on Closing, the balance in the next three years less any potential claims, liabilities, costs, expenses, and penalties. |
Conditions precedent to closing of the transaction, if any |
Various regulatory approvals. |
Any other salient terms |
None |
Name | Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates | |
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Globe Fintech Innovations, Inc. | Affiliate of Issuer |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Cash generated from the transaction can be used by Globe for its operations. |
Other Relevant Information |
This information is being disclosed in accordance with the disclosure rules of the Securities and Exchange Commission and the Philippine Stock Exchange. Thank you very much. |
Name | Nina Mikaela Tacandong |
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Designation | Senior Director - Legal Counsel |