• The deal would unite the country’s two largest toll road groups under a single platform spanning hundreds of kilometers of expressways.
• Metro Pacific’s Indonesian toll roads, which carry more than 1.6 million vehicles daily, are no longer part of the merger discussions.
• An eventual initial public offering remains on the table, although insiders do not expect a listing before 2027.
Conglomerates San Miguel Corp. and Metro Pacific Investments Corp. are moving closer to combining their toll road businesses, a deal that would create a network carrying about 1.8 million vehicles a day across hundreds of kilometers of expressways in Luzon and Cebu.
Metro Pacific chair and CEO Manuel V. Pangilinan said the merger is expected to happen in the third quarter of 2026.
The long-discussed deal had been slowed by valuation discussions and efforts to strengthen the toll road group’s balance sheet.
SMC chair and CEO Ramon S. Ang separately confirmed a deal was close.
“Yes, we are both in agreement to do it,” Ang said in a text message to InsiderPH.
Indonesia assets excluded
The merger talks will involve SMC’s toll road network and Metro Pacific Tollways Corp.’s Philippine assets. Its offshore roads, including its sprawling expressway network in Indonesia, are to be excluded.
“It’s not as complicated without the Indonesia roads,” an insider explained.
One area that was reworked involved the initial valuation of Cavite-Laguna Expressway (CALAX), which insiders acknowledged was too conservative given the toll road’s expected earnings growth.
“That was delayed because of [government right-of-way issues] but the value of CALAX can’t be negative or zero,” the insider added.
MVP to give up control?
Pangilinan, who has a history of favoring control over key assets, appeared open to a structure that would put SMC ahead with a majority stake. The company insider, however, said the final structure was still being finalized.
An initial public offering (IPO) of the toll road business could follow, but this was not expected to happen within 2026.
Scale of the combined network
The deal brings together the two of the country's major toll road groups under one platform. Apart from Metro Pacific and SMC, tycoon Manuel Villar Jr. operates the Muntinlupa–Cavite Expressway in Southern Metro Manila.
SMC’s network includes South Luzon Expressway, Skyway Stages 1 and 2, Skyway Stage 3, Southern Tagalog Arterial Road and Tarlac-Pangasinan-La Union Expressway.
These were used by about 1.1 million vehicles daily in 2025, its annual report showed.
Metro Pacific’s Philippine network handled about 720,000 vehicles a day in 2025 through the North Luzon Expressway, Subic-Clark-Tarlac Expressway, Manila-Cavite Expressway, Cavite-Laguna Expressway, Cebu-Cordova Link Expressway and NLEX Connector.
Metro Pacific’s offshore assets dwarf its local operations, with its Indonesian toll roads alone carrying an average of 1.65 million vehicles a day in 2025, on top of 70,850 daily vehicle entries in Vietnam.
Impact of Middle East conflict
Meanwhile, toll operations at Metro Pacific recovered during the busy summer months despite the spike in fuel prices.
“Volume recovered in April and May, but it was down initially in March. It’s different in Indonesia because they have gas subsidies,” the insider said.
Miguel R. Camus has been a reporter covering various domestic business topics since 2009.
