C03889-2021 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common Shares | 7,526,294,461 |
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Subject of the Disclosure |
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Acquisition by CNVRG of shares in Asia Netcom Philippines Corporation ("ANPC") |
Background/Description of the Disclosure |
CNVRG entered into a Deed of Absolute Sale of Shares with Digital Telecommunications Phils., Inc. ("DTPI") for the acquisition of 300,000 common shares in ANPC. |
Date of Approval by Board of Directors |
Aug 13, 2020 |
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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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Acquiring ANPC will promote synergies in the telecommunications business of CNVRG and is meant to implement the joint venture between CNVRG, Pacnet Network (Philippines, Inc). and ANPC. |
Date | Jun 2, 2021 |
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Manner |
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Acquisition of secondary shares from DTPI |
Description of the company to be acquired or sold |
ANPC is the entity that holds and owns the land assets where the EAC cable landing station is located. It is also a shareholder of Digitel Crossing, Inc. (DCI) which maintains and operates the cable landing stations in the Philippines for EAC and C2C cable systems. |
Number of shares to be acquired or disposed | 300,000 |
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Percentage to the total outstanding shares of the company subject of the transaction | 60 |
Price per share | $8.875 per ANPC common share |
Nature and amount of consideration given or received |
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Total purchase price of Two Million Six Hundred Sixty-Two Thousand Five Hundred US Dollars (US$2,662,500.00) for 300,000 ANPC common shares |
Principle followed in determining the amount of consideration |
The parties negotiated and mutually agreed on the purchase price, taking into consideration the estimated fair value of the shares of ANPC. |
Terms of payment |
The full purchase price was paid in cash upon the signing of the Deed of Absolute Sale of Shares. |
Conditions precedent to closing of the transaction, if any |
None |
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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Digital Telecommunications Phils., Inc. (Seller) | None |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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Bringing ANPC into CNVRG will promote the strategic imperative of CNVRG to expand its capabilities in telecommunications since it acquires interest in entities involve in providing, operating and maintaining the cable landing stations of EAC and C2C international cables. |
Other Relevant Information |
This is related to the acquisition of shares in Digitel Crossing, Inc. ("DCI") |
Name | Elvira Oquendo |
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Designation | Corporate Secretary and Legal Services Director |