First Philippine Holdings Corporation (PSE:FPH) made a tender offer to acquire 45.56% stake in Lopez Holdings Corporation (PSE:LPZ) for PHP 8 billion on December 1, 2020. The tender offer will be for all shares excluding the shares owned by ultimate parent of Lopez Holdings Corporation i.e. Lopez, Inc. First Philippine Holdings Corporation will acquire a minimum of 908.46 million common shares representing approximately 20% stake and up to a maximum of 2.1 billion common shares of LPZ representing approximately 45.56% stake in Lopez Holdings Corporation at PHP 3.85 per share. If successful, the tender offer will result in the delisting of Lopez Holdings, as part of the Lopez Group's effort to consolidate the ownership of Lopez Holdings and to streamline the Lopez Group's corporate structure by leaving only one Lopez-owned holding company, FPH, listed on the Philippine Stock Exchange. BDO Unibank Inc confirmed that FPH has sufficient funds are available, including cash on hand and current credit facilities. As on January 20, 2021, Lopez Holdings Corporation will no longer pursue its petition for voluntary delisting of its common shares from the Main Board of the Philippine Stock Exchange filed on December 15, 2020. As on January 20, 2021, First Philippine Holdings Corporation amended the maximum number of shares to be tendered to 1.6 billion shares representing 34.5% stake of Lopez Holdings Corporation. As on February 17, 2021, First Philippine Holdings Corporation amended the maximum number of shares to be tendered to 1.4 billion shares representing 31.5% stake of Lopez Holdings Corporation. The consideration shall be settled on March 22, 2021. The transaction is subject to regulatory approvals. First Philippine Holdings Corporation and Lopez Holdings Corporation intend to seek such clearances and reliefs from such government agencies and regulatory bodies as may be applicable to the tender offer, from the SEC, PSE and the Philippine Competition Commission. The Board of Directors of First Philippine Holdings Corporation approved the transaction. The prerequisite that Philippine Competition Commission render a decision that the tender offer is exempt from notification or clearance was fulfilled on December 16, 2020. The offer is intended to commence on January 22, 2021 and end on February 19, 2021. The prerequisite that the extension of the Tender Offer Period to March 8, 2021 be cleared by the SEC was fulfilled on February 19, 2021 and Offer period extended from February 19, 2021 to March 8, 2021. As on February 17, 2021, 47,771,852 shares have been deposited by shareholders of LPZ for the offer.

The Board of Directors of Lopez Holdings Corporation has approved the engagement of an independent financial advisor to provide a fairness opinion on First Philippine Holdings Corporation's tender offer price. Michael Arcatomy H. Guarin and Michael Arcatomy H. Guarin of KPMG Manabat Sanagustin & Co, Financial Advisory Arm acted as financial advisors as well as fairness opinion providers for Lopez Holdings. Antonio B. Madrid of RCBC Stock Transfer Department acted as transfer agent to Lopez Holdings. Janet Amora, Michelle Gaspar and Donald Buensuceso of BDO Securities Corporation acted as the tender offer agents and paying agents in the transaction.