Commission Decision No. 15-M-010/2020:
Proposed Acquisition by Universal Robina Corporation
of Assets of Central Azucarera de la Carlota Inc.,
Roxol Bioenergy Corporation, and Shares in Najalin Agri-Ventures, Inc.

ABSTRACT: 

The proposed transaction involves the acquisition by Universal Robina Corporation (URC) of: (1) the sugar milling, and bio-ethanol distillery assets of Central Azucarera de la Carlota, Inc. (CA-Carlota) and Roxol Bioenergy Corporation (Roxol), respectively; (2) the parcels of land of CA-Carlota and Roxol on which the assets are located; and (3) the shares held by Roxas Holdings, Inc. (RHI) in Najalin Agri-Ventures (NAVI).

URC will acquire all buildings, improvements, machineries and equipment, laboratory equipment, and other related assets for operating the refinery and milling plant of CA-Carlota and the bioethanol plant of Roxol, as well as approximately 1,069,037 square meters and 391,826 square meters of land where the sellers’ assets in La Carlota City, Negros Occidental, respectively. URC is also set to acquire 520,115 NAVI common shares held by RHI and its nominee shareholders.

URC is a Philippine company engaged in product packaging business and food related businesses, including branded consumer food, agro-industrial, and commodity food segments. JG Summit Holdings, Inc., is URC’s controlling shareholder and owns approximately 55% of URC’s outstanding shares.

On the other hand, CA-Carlota is a wholly owned subsidiary of RHI and is engaged in the business of manufacturing goods such as sugar, molasses, syrups, sweeteners, and other related products.

Roxol is known for producing and selling bio-ethanol fuel with RHI directly owning approximately 20% of Roxol’s outstanding shares, and approximately 80% ownership indirectly through RHI’s wholly-owned subsidiary, Central Azucarera Don Pedro, Inc.

Meanwhile, RHI is holding company that mainly invests in agribusiness, particularly in sugar and ethanol business. It has majority ownership of NAVI, holding 67.1% of the NAVI issued shares. NAVI is primarily engaged in the business of agricultural and industrial development, which owns farmlands for lease in La Carlota City, Negros Occidental.

Link: https://www.phcc.gov.ph/cdn15m010-2020-urc-rhi-cacarlota-roxol-najalin/