1. What is the Exchange Offer of San Miguel Corporation (SMC)?
The Company intends to undertake an exchange offer to the holders of the 266,666,667 Subseries 2-J of the Series "2" Preferred Shares and 183,904,900 Subseries 2-K of the Series "2" Preferred Shares through a voluntary tender offer to exchange the Exchange Shares for 450,571,567 Series “2” Preferred Shares to be re-issued from the treasury shares of the Company, at a rate of one Exchange Share to one of any of the Offer Shares (1:1), to be reissued in up to three (3) subseries, namely Subseries 2-P, 2-Q, and 2-R. The issue price of the Offer Shares shall be PHP75.00 per share.
2. What are the details of the offering?
| Bidder |
San Miguel Corporation (SMC)
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| Tender Offer Shares |
Up to 266,666,667 Series 2-J Preferred Shares and 183,904,900
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| Offer Consideration |
One Exchange Share to One Offer Shares (1:1), to be re-issued in up to three (3) subseries, namely Subseries 2-P, 2-Q, and 2-R. The issue price of the Offer Shares shall be PHP 75.00 per share.
*Refers to the date when the Company may redeem the relevant subseries of the Offer Shares in whole (and not in part). Exchange Date is expected to be on 24 October 2025. |
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| Entitlement |
Any registered owner of Series 2-J Preferred Shares and Series 2-K Preferred Shares as of any date during the Offer Period is entitled to exchange his shares to Series 2-P, 2-Q, and 2-R, subject to and in accordance with the terms of the Offer
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| Cut-off for buying to be included in the Exchange Offer | October 7, 2025 | ||||||||||||||||
| Tendering Shareholder Expenses |
Taxes and other related charges, including broker’s commission and value-added tax (VAT), shall be borne by San Miguel Corporation
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| Tender Offer Period |
The Tender Offer will commence at 9:00 a.m. on 8 September 2025 and end at 12:00 noon on 10 October 2025, or a total of twenty-five (25) business days. Without prejudice to the right of the Bidder (subject to prior approval by the SEC) to extend the Tender Offer Period, should any of the business days during the period from 8 September 2025 to 10 October 2025, be officially declared as nonworking holidays after the filing of the Tender Offer Report on 8 September 2025, the Tender Offer Period shall not be extended, unless such non-working holiday will result in the Tender Offer Period being less than twenty (20) business days. For purposes hereof, a “business day” shall mean any day other than a Saturday, Sunday, or holiday on which banks are required to be open for business in Mandaluyong City, Philippines.
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| Deadline to inform FMSec if will participate in the Exchange |
October 8, 2025, 5:00PM
If the entitled stockholder does not wish to participate in the Exchange Offer, their shares will be redeemed at PHP 75.00 per share on the following dates: SMC 2J – October 29, 2025 SMC 2K – December 10, 2025
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| Tender Offer Agent and Paying Agent |
SMC Stock Transfer Service Corporation
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| Cross Date and Settlement Date |
October 24, 2025
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3. What is the purpose of the tender offer?
The Company is undertaking the Exchange Offer through a voluntary tender offer as a strategic initiative to exchange its outstanding Series 2-J and Series 2-K Preferred Shares while providing an opportunity to the existing shareholders of the Series 2-J and Series 2-K Preferred Shares to reinvest their holdings in a procedurally efficient manner. The Exchange Offer through a voluntary tender offer will introduce a new investment mechanism in the Philippine capital market following the best-practices implemented in other jurisdictions where a similar process has been undertaken.
The Exchange Offer gives the existing shareholders of the Exchange Shares the opportunity to exchange their Series 2-J and/or Series 2-K Preferred Shares with another subseries of the Series "2" Preferred Shares, namely Subseries 2-P, 2-Q, or 2-R, at a fair price of PHP 75 per share, higher dividend rate, and without cost on the part of the Tendering Shareholder.
4. Where can I learn more about SMC's Exchange Offer?
See PSE’s Tender Offer Report HERE.
5. How do I participate in the SMC Exchange Offer?
To participate in SMC's Exchange Offer, submit the following forms: