MVGS acted as sole legal counsel to Century Canning Corporation (“CCC”), parent company of Century Pacific Food, Inc. (“CPFI”) in this transaction with GIC. CPFI did not employ foreign counsel for this deal.
Manuel Z. Gonzalez, Head of the Capital Markets Practice Group of MVGS, was the Partner principally involved in the transaction. Essentially the role of MVGS was to assist CCC, parent of CPFI, in providing timely responses to GIC and its counsels on due diligence questions/issues raised, as well as the review and negotiation of the terms of the transaction. MVGS likewise provided responses/explanations to GIC on the newly completed corporate restructuring exercise undertaken by the Century Pacific Group of Companies in the Philippines (MVGS was legal counsel to the Century Pacific Group of Companies in the restructuring exercise) of which both CCC and CPFI are members.
MVGS utilized its experience and expertise in capital markets regulation to provide advice on the deal structure with GIC. Although CCC was the ultimate vehicle that entered into agreement with GIC, this investment into CCC was convertible into shares of stock of CPFI. What added some complexity to the deal was the fact that CPFI at the time was going through the process of registration and listing of its shares for an Initial Public Offering (IPO) with the Philippine Securities and Exchange Commission and the Philippine Stock Exchange (PSE) (MVGS was also legal counsel to CPFI for the IPO). Hence, the deal with GIC had to be carefully timed and undertaken in harmony with all regulations provided under the Securities Regulation Code of the Philippines and the PSE Listing Rule.
The investment of GIC had to be completed within a relatively short window due to the CPFI IPO. The transaction was completed in record time, prior to the actual listing of the CPFI with the PSE.
We have included an excerpt of the Firm’s write-up of its recent projects in Capital Markets for more detailed information. LM