Figaro Culinary Group Inc. is heading toward a possible exit from the Philippine Stock Exchange as controlling shareholder Figaro Coffee Systems Inc. moves to acquire shares it does not already own at P0.82 each.
FCSI notified Figaro Culinary of its intention to conduct a tender offer for all outstanding common shares held by shareholders other than Monde Nissin Corp., Carmetheus Holdings Inc., Camerton Inc., and qualifying shares held by directors.
The offer forms part of FCSI’s plan to voluntarily delist Figaro Culinary from the PSE, potentially taking the company private if the required ownership threshold is reached.
FCSI will finance the tender offer through a senior secured term loan facility from China Banking Corp., giving the transaction a bank-financed structure.
Figaro Culinary’s board, including all three independent directors, approved on Oct. 7 the filing of an application for voluntary delisting with the PSE.
The approval remains subject to three conditions: shareholder approval, completion of the tender offer, and FCSI and the existing majority shareholders collectively owning at least 95 percent of Figaro Culinary’s outstanding common shares, or such lower threshold as the PSE may allow.
The 95-percent threshold is critical because it determines whether the tender can deliver the ownership concentration required for delisting.
For minority shareholders, the P0.82 offer price is therefore the immediate number to watch. They can sell into the tender, while those who remain could face a substantially less liquid investment if the delisting proceeds.
Figaro Culinary requested a one-day trading suspension on Oct. 8 to give investors time to digest the disclosure. Trading is scheduled to resume at 9 a.m. on Oct. 9.
The transaction highlights a familiar tension in Philippine markets: listing brings access to capital and visibility, but concentrated ownership can eventually make the costs and obligations of remaining public less compelling.
For Figaro, the next ingredient is shareholder approval. The market will decide whether the recipe works.
