SyCipLaw advises Mercury Media Holdings Ltd. in its purchase of PDRs issued by ABS-CBN Holdings Corp. from Marathon Asset Management LLP.

June 14, 2013


SyCipLaw advised Mercury Media Holdings Ltd. in the purchase of Philippine Depositary Receipts (“PDRs”) issued by ABS-CBN Holdings Corporation (“Issuer”) from Marathon Asset Management LLP. The purchase, which closed in May 2013, cost approximately Php2.3 billion.

Each PDR is backed-up by one common share (an “Underlying Share”) in ABS-CBN Corporation (“ABS-CBN”) owned by, and registered in the name of, the Issuer. Each PDR grants the holder thereof the right to: (i) the delivery or sale of the Underlying Share; (ii) additional PDRs or adjustment to the terms of the PDRs upon the occurrence of certain events ; and (iii) distributions of cash in respect of cash dividends relating to the Underlying Share.

Under existing Philippine law, the Underlying Shares may not be owned by, or registered in the name of, non-Philippine nationals. In the event of exercise of the right of delivery of the Underlying Share by a PDR holder that is not a Philippine national, the Underlying Share will be sold by an eligible broker in the open market to a qualified person, and the proceeds of the sale will be paid to or to the order of the PDR holder.

Mercury Media Holdings Ltd. is an affiliate company of The Capital Group of Companies, one of the world’s largest investment management organizations. ABS-CBN, on the other hand, is one of the Philippines’ leading information and entertainment multimedia conglomerates.

The sale and purchase of the PDRs was effected as a special block sale on the Philippine Stock Exchange.

The SyCipLaw team was composed of partner Mia G. Gentugaya and senior associates Jennifer Jill I. Lim and Jose Florante M. Pamfilo.