Ferronoux Holdings Inc. shareholders have approved a P1.52-billion property-for-share swap with Eagle I Landholdings Inc., giving the latter a majority stake in the listed investment holding company as Ferronoux expands into real estate.
Under the transaction, Ferronoux will issue 356 million common shares at about P4.26 each, or P1.516 billion in total, in exchange for a 33,077-square-meter property at Manila Bay Resorts, Asiaworld City Boulevard in Parañaque City owned by Eagle I, a unit of Universal Entertainment Corp. of the Okada Group.
Ferronoux provided details of the transaction in a comprehensive disclosure on the proposed backdoor listing, outlining the share issuance, property transfer, valuation, regulatory requirements, and planned use of the asset.
The shares will come from Ferronoux’s increased authorized capital stock, which will rise to 1 billion shares from 550 million, according to the company.
The transaction remains subject to Securities and Exchange Commission approval of the capital increase and confirmation of the property valuation, as well as other regulatory requirements. Ferronoux also needs to secure Certificates Authorizing Registration from the Bureau of Internal Revenue for the tax-free exchange.
The company said the transaction is expected to be completed by the first quarter of 2027.
Ferronoux said the deal supports its strategy of expanding into real property development and gives it access to a strategically located asset without an immediate cash outlay, preserving liquidity for future investments.
The property’s transfer value is based on its book value, while the exchange price reflects Ferronoux’s historical stock price and a premium agreed upon by the parties.
The company plans to build a real estate portfolio focused on prime properties, mixed-use developments, and hospitality projects. It also intends to pursue partnerships with global hospitality groups, investors, developers, and construction companies.
Ferronoux said it is preparing a detailed business plan to assess potential acquisitions based on highest and best use, market demand, and economic feasibility.
The move marks a significant shift for the investment holding company as it seeks to build a presence in real estate and create longer-term value from property assets.
