Robinsons Retail Secures Delisting Threshold as Gokongwei Group Takes Company Private

Robinsons Retail Holdings Incorporated (RRHI) is set to leave the Philippine Stock Exchange (PSE) after its largest shareholder, JE Holdings Inc., secured sufficient support through a tender offer that ran from May 25 to July 6. JE Holdings, a privately held holding company of the Gokongwei family owning approximately 32.86% of RRHI, received 229.58 million shares at P48.30 apiece, surpassing the 95% ownership threshold required for voluntary delisting. The Gokongwei group is pursuing the delisting because it believes RRHI's stock market price no longer reflects the company's intrinsic value, citing market conditions and macroeconomic factors that have kept the share price undervalued despite the company's fundamentals. RRHI, which operates retail brands including Robinsons Supermarket, Handyman, and South Star Drug, has been publicly listed since 2013 when it raised P28.12 billion through its initial public offering.

JE Holdings Secures 229.58 Million Shares Through Tender Offer

By the end of the tender offer period on July 6, shareholders had tendered 229.58 million shares to JE Holdings at P48.30 per share. This volume exceeded the amount needed for JE Holdings and other delisting proponents to meet the 95% ownership threshold required for voluntary delisting from the PSE. The tendered shares are expected to be crossed through the PSE on July 13 and settled on July 15. JE Holdings is joined in the delisting effort by several Gokongwei family members, including Robina Gokongwei-Pe, Lance Gokongwei, James Go, and Lisa Gokongwei Cheng.

RRHI Ownership to Reach 99.69% After July 15 Settlement

After the settlement process is completed on July 15, JE Holdings and the other proponents of the delisting will collectively own 99.69% of RRHI. Only 0.31% of the company's shares will remain with the public. The next step is for RRHI to secure approval from the PSE to voluntarily delist its shares. Delisting does not mean RRHI is closing down; it means the company is going private, and RRHI shares will no longer be traded on the stock exchange.

RRHI Cites Stock Undervaluation as Delisting Rationale

In its tender offer materials, RRHI stated it was considering delisting because "market valuations no longer reflect the company's intrinsic value." The company said its share price had remained undervalued despite its fundamentals and long-term prospects, citing market conditions and macroeconomic factors. RRHI had already been attempting to support its share price through buybacks. Since approving a P2-billion buyback program in March 2020, RRHI said it had repurchased approximately 510.87 million shares for a total consideration of P24.71 billion. By taking the company private, the Gokongwei group can consolidate ownership and pursue long-term plans away from public market pressures.

RRHI's Public Market History Since 2013 IPO

RRHI listed on the PSE in 2013 and raised P28.12 billion from its initial public offering and overallotment shares. During RRHI's 10th listing anniversary, the PSE reported that the capital raising helped RRHI expand from 940 stores in 2013 to 2,368 stores as of September 2023. RRHI has been one of the country's largest and most visible retailers, with businesses spanning supermarkets, department stores, DIY, convenience stores, drugstores, and specialty stores. Its brands include Robinsons Supermarket, Handyman, True Value, Toys "R" Us, Uncle John's, Daiso Japan, South Star Drug, and The Generics Pharmacy.

RRHI president and CEO Stanley C. Co stated, "We are grateful for the trust and support our shareholders have shown RRHI over the years, and for their engagement throughout this process. While we embark on a new chapter, our commitment to being the retailer of choice in the Philippines is unchanged." RRHI chairperson Robina Gokongwei-Pe thanked shareholders for their support during the company's time as a publicly listed firm, saying, "Your unwavering support has been instrumental in shaping our growth and success, and it has been our privilege to have shared this journey with you."

FAQ

What did JE Holdings do to take Robinsons Retail private? JE Holdings conducted a tender offer from May 25 to July 6, offering to buy shares from RRHI's minority shareholders at P48.30 apiece. By the end of the offer period, shareholders had tendered 229.58 million shares, which exceeded the 95% ownership threshold required for voluntary delisting from the Philippine Stock Exchange.

Why is the Gokongwei group delisting Robinsons Retail from the PSE? The Gokongwei group stated in RRHI's tender offer materials that it was considering delisting because "market valuations no longer reflect the company's intrinsic value." The company said its share price had remained undervalued despite its fundamentals and long-term prospects, citing market conditions and macroeconomic factors.

When will the settlement of tendered shares be completed? The tendered shares are expected to be crossed through the PSE on July 13 and settled on July 15. After that process is completed, JE Holdings and the other proponents of the delisting will collectively own 99.69% of RRHI.

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