At a special meeting on Oct. 27, Ayala shareholders cleared amendments that will expand the company's board from seven to nine directors and create a new class of voting shares to accommodate Mitsubishi's investment.
The company also elected Alberto M. de Larrazabal, former Ayala chief finance officer and current AREIT president and CEO, and Delfin L. Lazaro, former Philippine energy secretary and Ayala finance chief, to fill the two additional board seats.
Bigger stake, stronger voice
Under the agreement announced in September, Mitsubishi will increase its economic ownership in Ayala from 4.7 percent to 15 percent, while its voting stake will climb to 20 percent, giving the Japanese group greater influence over the conglomerate's direction.
To make that possible, shareholders approved reclassifying 1.44 million unissued common shares into 71.86 million voting preferred shares, alongside changes to shareholder rights and provisions governing future share conversions.
Fresh capital for Ayala
The transaction will also bring about P20 billion directly into Ayala, which plans to use the money to reduce debt, purchase shares and finance future growth.
The broader P44.5-billion deal includes a voluntary tender offer for up to 30 million Ayala shares at P650 apiece, allowing existing shareholders to sell at a premium.
Ayala and Mitsubishi have worked together since 1974, with the expanded partnership targeting infrastructure, renewable energy, real estate, digital technology, mobility and logistics.
The amendments still require Securities and Exchange Commission approval, with Ayala yet to announce a timetable for filing and securing the necessary clearances.
—Edited by Miguel R. Camus
