Approval of the final terms and conditions for the purchase of: (a) 125,000 common shares of stock of Broilers Club Inc. (“BCI”), representing 100% of its shares of stock; (b) BCI shareholders’ advances to BCI; and (c) breeder farm facilities in Davao Del Sur, including land, improvements, and equipment. |
During its regular meeting held today, 18 February 2026, the Board of Directors of Vitarich Corporation (“VITA” or “Corporation”), upon the recommendation of the Organizational and Business Development Committee, and after due diligence review, approved the final terms and conditions for the purchase of: (a) 125,000 common shares of stock of Broilers Club Inc. (“BCI”), representing 100% of its shares of stock; (b) BCI shareholders’ advances to BCI; and (c) breeder farm facilities in Davao Del Sur, including land, improvements, and equipment, for an aggregate amount of Two Hundred Eighty Million Pesos (Php280,000,000.00). The total purchase price was negotiated based on the total assessed value of the foregoing properties as appraised by a third-party and was to be applied as follows: (i) Php95,000,000.00 for the purchase of 125,000 common shares of stock of BCI; (ii) Php130,000,000.00 for the purchase of the advances of BCI shareholders in BCI; (iii) Php25,000,000.00 for the purchase of the land registered in the name of two of BCI’s shareholders, which are part of the abovementioned breeder farm facilities; and (iv) Php30,000,000.00 for the full payment of BCI’s bank loan balance for one of its properties. Following this approval, the definitive agreement and the implementing contracts and documents of the foregoing acquisition are expected to be finalized, signed, and executed within the month of February 2026. The foregoing transactions are subject to customary closing conditions, such as execution of the definitive agreement and implementing contracts as well as full payment of the consideration. BCI is a private domestic corporation incorporated and registered with the Philippine Securities and Exchange Commission on 14 June 2018, doing business under the name and style of Southern Sunrise Agriventures. It is engaged, among others, in poultry and egg production. As previously disclosed (C06411-2025), the above-mentioned breeder facilities will be used as VITA’s breeder farm, while BCI will become a wholly-owned subsidiary of VITA. The foregoing transactions are part of VITA’s strategic step to stabilize supply of broiler chicks and lower its cost of production. The additional capacity is expected to produce as much as an 8% increase in VITA’s total breeder output. This disclosure contains forward-looking statements that are, by their nature, subject to risks and uncertainties. Such forward-looking statements are made based on management’s current expectations or beliefs as well as assumptions made by, and information currently available to, management. Because actual results may differ from those contemplated in the forward-looking statements, undue reliance must not be placed upon them. |