Acquisition by Negros Holdings & Management Corporation of shares in China-ASEAN Marine B.V. M-071/2016

Abstract:

The proposed transaction is a simple acquisition of shares. Negros Holdings & Management Corporation (NHMC) proposes to acquire the entire interest of China-ASEAN Cooperatief U.A. (CAF) in China-ASEAN Marine B.V. (CAMBV).

The purchase price for above-mentioned acquisition of shares shall be Two Hundred Seventy Five Million Million US Dollars (USD 275,000,000.00) less One Hundred Thousand US Dollars (USD100,000.00)(X), where X is the number of days from the date immediately following completion of the transaction of the transaction up to (and including) 31 December 2016.

CAF currently owns one hundred percent (100%) of the shares in CAMBV. In the proposed transaction, NHMC seeks to acquire the entire interest of CAF in CAMBV. Thus, upon completion of the proposed transaction, NHMC shall own one hundred percent (100%) of the shares in CAMBV.

NHMC owns sixty point twenty nine percent (60.29%) of the voting interest in KGLI-NM Holdings, Inc. (KGLI-NM), which in turn owns fifty nine point fifty nine percent (59.59%) of the voting interest in Nenaco.

On the other hand, CAMBV owns thirty nine point eighty eight percent (39.88%) of the voting interest
in Nenaco.

NHMC intends to increase the ownership percentage of Filipinos in Nenaco, and its subsidiaries and affiliates, which include among others 2GO Group, Inc. by acquiring CAMBV.

COMMISSION DECISION No. 07-M-071/2016

Acquisition by Negros Holdings & Management Corporation of shares in China-ASEAN Marine B.V.

M-071/2016

The Commission,

Having regard to the Acquisition by Negros Holdings & Management Corporation of shares in China-ASEAN Marine B.V.,

Having regard to Section 16 and 20 of Republic Act No. 10667 and Section 1, Rule 4 of the Rules and Regulations to Implement the Provisions of Republic Act No. 10667 (the "Rules"),

Has adopted this Decision:

In view of the recommendation from the Mergers & Acquisitions Office that, on the basis of information obtained from the parties and third parties, the acquisition by Negros Holdings & Management Corporation ("Negros") of shares in China-ASEAN Marin B.V. ("Transaction") does not result in a substantial lessening of competition in the relevant market, for the following reason:

the notified transaction will not give rise to any change in the prevailing conditions of competition in any of the affected markets resulting from the transaction as teh parties are engaged in teh same business activity, and the transaction only seeks to formalize the acquiting party's control over said activity,

the Commission hereby resolves that it will take no further action with respect to the Transaction.

DONE, this 24^th day of November 2016, in the City of Pasig, Philippines.

sgd

ARSENIO M. BALISACAN
Chairman

            sgd                                                            sgd

   JOHANNES BENJAMIN R. BERNABE           STELLA LUZ A. QUIMBO

            Commissioner                                        Commissioner

  (On official travel)

EL CID R. BUTUYAN

Commissioner