PhilWeb Corp. is set for a change in control after its principal shareholder, Gregorio Araneta Inc. (GAINC), agreed to sell its entire 57 percent stake to two domestic holding firms, a deal that will trigger a mandatory tender offer to minority shareholders.
PhilWeb disclosed to the Philippine Stocks Exchange that GAINC signed a share purchase agreement on October 8, 2025 with Nexora Holdings Inc. (NHI) and Velora Holdings Inc. (VHI) covering 829.6 million common shares. The agreement was later amended on December 5, setting the final purchase price at P1.80 billion, or P2.17 per share.
The transaction will be implemented in two tranches. Tranche A involves the transfer of 488.2 million shares, equivalent to 34 percent of PhilWeb’s outstanding stock, to NHI. Tranche B covers the remaining 341.41 million shares, or 23.8 percent, to be acquired by NHI and VHI.
Once completed, the buyers will collectively own more than 50 percent of PhilWeb’s voting shares, effectively giving them control of the listed gaming technology firm.
Under the Securities Regulation Code, this change in control requires the buyers to launch a mandatory tender offer to all remaining shareholders before Tranche B can be finalized.
NHI and VHI are Philippine-incorporated holding companies formed to invest in securities and other assets. PhilWeb said neither firm is engaged in securities brokerage, portfolio management for third parties, or public solicitation of investments.
At P2.17 per share, the transaction implies a valuation that market watchers will closely compare against PhilWeb’s prevailing trading price, particularly as minority investors weigh whether to tender their shares.
The deal marks a significant ownership shift for PhilWeb, long associated with the Araneta group, and sets the stage for potential strategic changes once the new controlling shareholders take over—subject to regulatory clearances and the outcome of the tender offer.
