Investors ok 2GO-SCVASI merger, 2GO delisting

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Investors ok 2GO-SCVASI merger, 2GO delisting
Photo from 2GO.
  • A merger between 2GO Group Inc. and its subsidiary, Special Container and Value-Added Services Inc., has been approved by shareholders
  • 2GO says the merger, part of its internal restructuring to streamline operations and cut costs, was approved during the annual stockholders’ meeting on April 18
  • 2GO’s voluntary delisting from the Philippine Stock Exchange main board was also approved

Stockholders have approved a merger between 2GO Group Inc. and its wholly owned subsidiary, Special Container and Value-Added Services Inc. (SCVASI), in an internal restructuring to streamline operations and reduce costs.

Stockholders who altogether own 2.41 billion shares or 97.86% of the company’s shares outstanding, approved the merger during the annual stockholders’ meeting on April 18, with 2GO as the surviving entity, the transport and logistics service provider said in a regulatory disclosure.

2GO’s directors also approved the merger on February 22, subject to determination of the final terms of the merger.

The merger will simplify the corporate structure and develop efficiencies and economies within the group, and for tax efficiencies and savings, 2GO said in the disclosure. It is, accordingly, also in line with 2GO’s efforts to streamline operations, reduce costs, and increase shareholder value.

The timetable for implementing the merger will be based on the regulatory approval by the Securities and Exchange Commission (SEC). The merger may be subject to the scrutiny of the Philippine Competition Commission, if applicable.

SCVASI offers a wide range of services, including in-land and domestic freight reefer transportation, liquid bulk transport in ISO tanks and flexi-tanks, repair and maintenance of ISO tanks and flexi-tanks, reefer van leasing and maintenance, crating and packaging, and cold storage.

The merged subsidiary is one of 2GO’s six business units that include 2GO Sea Solutions, 2GO Express, 2GO Forwarding, 2GO Logistics, and ScanAsia Overseas.

In the same meeting, stockholders also approved the voluntary delisting of 2GO from the main board of the Philippine Stock Exchange.

This is in line with parent SM Investments Corp.’s plan to offer a tender for as many as 378.817 million common shares of 2GO to take the group private.

SMIC earlier said its board, in a special meeting on March 6, approved setting the tender offer price at P14.64 per 2GO common share based on the fairness valuation report prepared by BPI Capital Corp., which the Philippine Stock Exchange Inc. authorized for the purpose.

BPI Capital was earlier approved as the independent third-party valuation provider and BDO Securities Corp. as the tender offer agent.

SMIC had said earlier that the 378.817 million shares made up 15.39% of the issued and outstanding common capital stock of 2GO.

The board also approved setting the tender offer period from March 15 to April 28, 2023, and the payment and settlement of the tendered shares from May 2 to 10, 2023.

In an earnings briefing on February 28, SMIC said as the majority shareholder, it was making the tender offer to take the logistics company private and provide the conglomerate with “greater exposure to the long-term growth and financial success of 2GO.”

SMIC raised its stake in the logistics service provider to 52.85% in June 2021 and made it a subsidiary.

The group delivered net income of P312 million in 2022, a turnaround from net loss of P1.14 billion in 2021 and its first annual profit since 2017.