Lotte Chilsung Beverage Co.,Ltd. (KOSE:A005300) made an offer to acquire 57.78% stake in Pepsi-Cola Products Philippines, Inc. (PSE:PIP) for PHP 4.2 billion on December 11, 2019. Lotte Chilsung Beverage Co.,Ltd. will acquire 2.13 billion shares of Pepsi-Cola Products Philippines, Inc. at a price of PHP 1.95 per share. Listing of Pepsi-Cola Products Philippines, Inc. on the stock exchange will be retained.

The deal requires approval from Securities and Exchange Commission and approval by the Philippine Competition Commission. On February 4, 2020, Pepsi-Cola Products received a letter from Lotte Chilsung stating that the Philippine Competition Commission (PCC) directed to suspend the tender offer. As of March 26, 2020, the Philippine Competition Commission (PCC) approved the acquisition.

As on April 17, 2020, Lotte Chilsung is now free to resume and reopen tender offer to the rest of the shareholders after regulatory concerns on the independence of fairness opinion were cleared. Securities and Exchange Commission (SEC) earlier asked Lotte to stop the tender offer as the fairness opinion filed by Lotte to support the exercise was issued by P&A Grant Thornton, which was also providing bookkeeping services to two entities related to PCPPI. On April 22, 2020, the SEC granted the request for extension to comply with its directives in connection with the fairness opinion issued by Punongbayan & Araullo for the tender offer.

Lotte Chilsung will file the Amended Tender Offer Report with updated valuation and fairness opinion within 30 calendar days from its receipt of the SEC letter on April 13, 2020 (or until May 13, 2020). Upon filing of the amended tender offer report, Lotte Chilsung will immediately re-open and resume the mandatory tender offer and conduct the same for the next ten (10) business days. The tender offer will commence from December 12, 2019 to January 15, 2020.

As of January 15, 2020, the offer will close on January 16, 2020. On January 30, 2020, Pepsi-Cola Products received the amended tender offer report. As per the amendment, the tender offer will commence from January 30, 2020 and will close on March 20, 2020.

The transaction is expected to be completed by April 30, 2020. As of May 19, 2020, the tender offer period will re-open on May 20, 2020 and will expire on Jun 2, 2020. Ronald Emmanuel A. Co, Christine U. Chan and Josephine O. So of First Metro Securities Brokerage Corporation acted as tender offer agents.

Emiliano (Third) S. Librea Ill and Bettina (Bets) L. Cheng of Punongbayan & Araullo acted as fairness opinion providers for Lotte Chilsung Beverage Co.,Ltd.