PLDT, Inc. · PSE:TEL

PLDT — Pilipino Telephone Corporation (Piltel) — Merger or Acquisition (March 2010)

9 slides from PLDT's merger presentation, Mar 2, 2010

  1. Slide 1: Piltel Presentation on Beacon Electric

    Pilt l Presentation Piltel P t ti on Beacon B Electric El t i 2 March 2010

  2. Slide 2: Introduction

    Piltel Presentation on Beacon Electric Introduction ƒ Pilipino Telephone Corporation (“Piltel”) and Metro Pacific Investments Corporation (“MPIC”) have executed an Omnibus Agreement with Rightlight Holdings, Inc. (“RHI”), to be renamed to Beacon Electric Asset Holdings Holdings, Inc (“Beacon ( Beaco

  3. Slide 3: Outline of the transaction

    Piltel Presentation on Beacon Electric Outline of the transaction Beacon Electric’s schematic: • 50% of Beacon Electric common shares • 50% of Beacon MPIC • PHP 8.0Bn Beacon Electric common Piltel Electric preferred shares shares • 163.6Mn MER common • 154.2Mn MER common shares @ PHP 150/share 1 3 s

  4. Slide 4: Assigning of the MPIC Call Option

    Piltel Presentation on Beacon Electric Assigning of the MPIC Call Option ƒ Under the Omnibus Agreement, MPIC has assigned its right to acquire the call option (the “Call Option”) over 74.7Mn shares of Meralco common stock currently held by First Philippine Holdings Corporation (“FPHC”), representing

  5. Slide 5: Amending the shareholders agreement with the Lopez Group

    Piltel Presentation on Beacon Electric Amending the shareholders agreement with the Lopez Group ƒ Should Beacon Electric exercise the Call Option, the agreement with the Lopez Group will be amended to include Beacon Electric. ƒ If the th CCallll O Option ti iis exercised, i d ththe amended d d agree

  6. Slide 6: Financing

    Piltel Presentation on Beacon Electric Financing Bank Syndicated Loan ƒ In order to permit Beacon Electric to fund the exercise of the call option should it elect to exercise i itits rights i ht tto acquire i ththe O Option ti ShShares, B Beacon El Electric ti hhas entered t d iinto t a tterm sheet

  7. Slide 7: Governance structure of Beacon Electric

    Piltel Presentation on Beacon Electric Governance structure of Beacon Electric Beacon Electric will have the following Corporate Governance structures in place through the Omnibus Agreement between MPIC, Piltel and Beacon Electric: ƒ Five (5) member Board, two (2) from Piltel and two (2) from MPIC a

  8. Slide 8: Transaction Rationale

    Piltel Presentation on Beacon Electric Transaction Rationale ƒ Piltel and MPIC’s consolidation of Meralco shares into Beacon Electric will make it the single largest g shareholder of Meralco. ƒ Should Beacon Electric exercise the Call Option, it will have control over 392.5 Mn shares or 34.8% of the

  9. Slide 9: Timeline

    Piltel Presentation on Beacon Electric Timeline Date Steps ƒ First Pacific Board approval ƒ MPIC Board B d approvall ƒ Piltel Board approval ƒ Beacon Electric Board approval 1 March 2010 ƒ Execution of the Omnibus Agreement among MPIC, Piltel & Beacon Electric ƒ Execution of the Call Option Agreemen

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