C01490-2021

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

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)
Mar 8, 2021
2. SEC Identification Number
39121
3. BIR Tax Identification No.
000-141-527-000
4. Exact name of issuer as specified in its charter
PhilWeb Corporation
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
41st Floor, One San Miguel Avenue Condominium, San Miguel Avenue corner Shaw Boulevard, Ortigas Center, Pasig City, Philippines Postal Code 1605
8. Issuer's telephone number, including area code
632-82365577
9. Former name or former address, if changed since last report
-
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 share 1,435,776,680
11. Indicate the item numbers reported herein
-

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.

PhilWeb CorporationWEB

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

PhilWeb Corporation (PhilWeb) acquires 16 electronic bingo companies and 2 accredited electronic bingo machine supplier companies.
Background/Description of the Disclosure

PhilWeb executed deeds of sale for the acquisition of 100% of the total issued capital stocks of 16 electronic bingo companies for P450,000,000.00 and 2 accredited electronic bingo machine supplier companies for P280,000,000.00.
Date of Approval by
Board of Directors		 Mar 8, 2021
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The acquisition will further diversify PhilWeb’s revenue streams in an industry with strong growth potential. This is in line with the expansion of PhilWeb’s electronic bingo business. This will generate revenues from the 16 electronic bingo outlets it will now own. More importantly, with the acquisition of the 2 accredited electronic bingo machine supplier companies, PhilWeb will be able to expand its services beyond the electronic games outlets to electronic bingo outlets as well.
Details of the acquisition or disposition
Date Mar 8, 2021
Manner

PhilWeb executed deeds of sale with the sellers for the acquisition of 100% of the total issued capital stocks of 16 electronic bingo companies and 2 electronic bingo machine supplier companies. The sellers received cash from PhilWeb.
Description of the company to be acquired or sold

PhilWeb acquired sixteen (16) companies that operate sixteen electronic bingo outlets and two (2) companies that supply electronic bingo machines to sixty-four (64) electronic bingo outlets.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 93,636,000
Percentage to the total outstanding shares of the company subject of the transaction 100
Price per share See Annex A
Nature and amount of consideration given or received

PhilWeb gave P450,000,000.00 for the 16 electronic bingo companies and P280,000,000.00 for the 2 electronic bingo machine supplier companies. See Annex A listing the total price PhilWeb paid for each of the eighteen (18) companies.
Principle followed in determining the amount of consideration

The amount was the result of the negotiations between the sellers and the buyer. The valuation of the eighteen (18) companies took into consideration, among others, the discounted cash generated from their operations, value of the assets of the 18 companies and potential earnings of the business to be acquired.
Terms of payment

Full payment on execution of the deeds of sale.
Conditions precedent to closing of the transaction, if any

None.
Any other salient terms

-
Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
See Annex B listing the selling shareholders and the nature of their material relationship to PhilWeb See Annex B listing the selling shareholders and the nature of their material relationship to PhilWeb
Effect(s) on the business, financial condition and operations of the Issuer, if any

With PhilWeb’s growing electronic games business, it now has an expanding, two-fold footprint in the whole electronic gaming sector. PhilWeb is currently the accredited service provider to 85 electronic games outlets and operates 31 electronic games outlets and 6 electronic bingo outlets. With this acquisition, it will operate an additional 16 electronic bingo outlets and be an accredited electronic bingo machine supplier to the Philippine Amusement and Gaming Corporation (PAGCOR) for 64 electronic bingo outlets.

The 16 electronic bingo outlets that will be acquired by PhilWeb generated a combined approximate Gross Gaming Revenue of P1,197,300,000 in 2019 while the 2 accredited electronic bingo machine supplier companies generated a combined estimated Gross Gaming Revenue of P364,900,000 in 2019.
Other Relevant Information

-
Filed on behalf by:
Name Raymund Aquino
Designation VP Legal/Corporate Secretary