PhilWeb Corp., a listed gaming company, said it was notified that its principal shareholder, Gregorio Araneta Inc., has entered into a Share Purchase Agreement with Nexora Holdings Inc. and Velora Holdings Inc. to sell GAINC’s entire 57 percent stake—comprising 829.57 million common shares—for P2.17 per share, or a total P1.8 billion.
Trading on PhilWeb shares was suspended for an hour to allow investors to digest the news of the impending change in control and the mandated tender offer. Shares of PhilWeb closed Wednesday at P5.09.
Following the agreement, GAINC will transfer its shares at closing, subject to the condition that certain incumbent directors resign and are replaced by nominees of the Buyers, in compliance with applicable legal requirements. Among those already serving on both PhilWeb and Nexora are Brian Ng and Crisanto Roy Alcid.
Because the transaction gives the Buyers control over more than 35 percent of PhilWeb’s voting shares, the Securities Regulation Code mandates a mandatory tender offer to acquire the remaining shares from minority shareholders. The Buyers have indicated they will comply within the legally prescribed timeframe.
The change in control may also affect PhilWeb’s public float and could drive its foreign ownership from 4.90 percent up to 40 percent. However, the company does not own land nor engage in nationalized activities, making such a surge unlikely to violate foreign equity restrictions under Philippine law.
In a disclosure, PhilWeb noted that the buyers are domestic holding companies organized under Philippine law to invest in securities and assets. They do not engage in securities brokering, portfolio management for third parties, or public solicitation of investments.
With the change in control pending, and the tender offer looming, PhilWeb is entering a new corporate chapter—one that will test investor confidence, regulatory compliance, and the company’s ability to maintain continuity during a sweeping leadership transition.
