AYALA Land, Inc. would grant 609,626,351 securities to four subsidiary companies in return for their net properties, one of the subsidiaries, Cebu Holdings, Inc., informed the exchange on Monday.
491,306,375 shares of the total number of securities released will be treated as treasury stock.
Cebu Holdings, along with Asian I-Office Assets, Inc., Arca South Commercial Ventures Corp., and Central Block Developers, Inc., will combine with Ayala Property.
Ayala Land already owns 71.13 percent of Cebu Holdings. The corporation would issue 0.19 common shares for every issued and outstanding share of Cebu Holdings, for a total of 409,783,760 common shares.
Asian I-Office Assets, a wholly owned Cebu Holdings affiliate, will also be merged and will earn 3.29 Ayala Land common shares for each share. The sale would result in the transfer of 22,244,841 common shares of Ayala Property.
Another affiliate, Arca South Commercial Ventures, would earn 0.0255 Ayala Land common shares in exchange for each of its stocks, giving it a total of 58,917,750 Ayala Land common shares.
Ayala Land will own 118,680,000 Ayala Land shares through Central Block Developers, of which it has a 45 percent direct interest and a 39.12 percent indirect stake through Cebu Holdings. The corporation will issue 24.17 shares for any share of Central Block Developers that is currently issued and outstanding.
Ayala Land would give guidance to each former stockholder of the absorbed firms after the merger’s effective date.
Meanwhile, the cut-off deadline for the subsidiaries’ audited financial statements (AFS) is Dec. 21, 2020.
Assets that are not reflected in the corporation’s AFS as of the cut-off date and those that might be obtained by the absorbed companies after the cut-off date yet until the merger’s effective date “shall be considered included in the conveyance, assignment, and conversion pursuant to [the] merger.”
Ayala Land is estimated to have properties worth more than P457 billion in carried value or more than P1.38 trillion in fair value, liabilities worth more than P306.94 billion in carrying value or approximately P306.94 billion in fair value, and equity worth more than P105.37 billion in carrying value or nearly P1.08 trillion in fair value as a consequence of the merger.