The merger between 2GO Group, Inc. and its parent company, Negros Navigation Corp., Inc. (NENACO), set to take effect on January 1, 2019, has been approved by the Securities and Exchange Commission (SEC).
In a regulatory disclosure, 2GO said it received on December 10 SEC’s approval of the internal restructuring—which was approved by stockholders at the 2GO annual meeting on April 5—with 2GO as the surviving entity of the merger.
2GO said the merger simplifies the corporate structure and develops efficiencies and economies within the group, in line with the company’s efforts to streamline operations, reduce costs, and increase shareholder value.
One of the oldest domestic shipping companies in the Philippines, NENACO currently owns 2.160 billion common shares in 2GO, amounting to about 88.31% of 2GO’s outstanding capital stock. NENACO is owned and controlled by KGLI-NM Holdings Inc., whose major shareholder is Negros Holdings & Management Corp.
Under the merger, each stockholder of NENACO will receive common shares of stock in 2GO using the exchange or swap ratio of 0.26 2GO share for every one NENACO share.
About 2.176 billion 2GO shares will be issued in exchange for 5.597 billion of NENACO shares, including converted preferred shares.
Once the merger is effective, “all assets, rights, powers, privileges, immunities, franchises, and businesses of NENACO, as well as its properties, contractual and property rights, claims, bank deposits, retained earnings, and investments of whatever nature, including subscriptions to shares, choses in action, goodwill, and intangible assets, owned or which may have been acquired by NENACO as of December 31, 2017 up to the effective date of the merger, shall be deemed assigned, conveyed, transferred to, possessed and owned by, and vested in 2GO…”
Similarly, “2GO shall assume all outstanding liabilities, obligations, and undertakings of NENACO.”
The incumbent directors and officers of 2GO will also remain.
