The Philippines: San Miguel to combine its food, beer and liquor units into a single entity

Philippine conglomerate San Miguel on November 6 said it would combine its food, beer and liquor units into a single entity under a 336.35 billion pesos ($6.55 billion) share-swap transaction, the Nikkei Asian Review reported.

In a stock exchange filing on November 6, the Philippines' largest company by revenue said it would fold San Miguel Brewery and liquor maker Ginebra San Miguel into San Miguel Pure Foods, which sells poultry and dairy products, processed meat and animal feeds. San Miguel Pure Foods will be renamed San Miguel Food and Beverage.

San Miguel will subscribe for 4.24 billion additional common shares in San Miguel Pure Foods after the latter increases its authorized capital stock to 11.6 billion common shares from 2.06 billion.

The conglomerate will pay for those shares with 7.86 billion common shares in San Miguel Brewery and 216.97 million common shares in Ginebra.

The transactions together are worth 336.35 billion pesos, San Miguel said, citing an independent valuation provided by ING Bank. It represents six times the market capitalization of San Miguel Pure Foods. It also eclipses that of Universal Robina, a unit of JG Summit Holdings, which is currently the most valuable food and beverage company in the Philippines with a market capitalization of 313 billion pesos.

San Miguel shares rose 5.4% to 106.80 pesos each, while San Miguel Pure Foods shares surged by 50% - hitting the ceiling imposed by the Philippine Stock Exchange - to 462 pesos apiece.

The consolidation was aimed at making it "easier for investors" to buy into the companies, San Miguel President Ramon Ang told the Nikkei Asian Review in a text. He did not elaborate.

In 2016, San Miguel Pure Foods posted annual sales of 111.59 billion pesos and net income of 5.98 billion pesos. Including San Miguel Brewery and Ginebra, the new entity - San Miguel Food and Beverage - will have a combined annual sales of a 227.3 billion pesos and a net income of around 24 billion pesos, becoming one of the biggest food and beverage companies in the region, according to data compiled by the Nikkei.

In relation to the consolidation and share swap, San Miguel Pure Foods has asked regulators to exempt it from the 10% minimum public float requirement, as the transaction will dilute shareholdings. It also sought tax exemptions from authorities and clearance from Philippine Competition Commission.

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