Mandatory tender offer opens after Monte Sur acquires 70% of Dominion Holdings

FOLLOWING its acquisition of a controlling stake in listed investment holding company Dominion Holdings, Inc. (DHI), Monte Sur Equity Holdings is set to conduct a mandatory tender offer for the remaining shares, as required under Philippine securities regulations.

In a disclosure on Tuesday, Dominion Holdings said Monte Sur submitted an initial tender offer report to the Securities and Exchange Commission (SEC) and the Philippine Stock Exchange (PSE), offering to buy up to 247,762,205 common shares, equivalent to about 11.4% of DHI’s outstanding common capital stock. The initial offer price is estimated at P1.69 per share.

The tender offer is part of the regulatory requirements and closing conditions Monte Sur must satisfy following its Jan. 19 transaction with BDO Unibank, Inc. (BDO), in which BDO sold 1,513,732,718 shares, or 70% of DHI, at P1.68 per share.

Under the Securities Regulation Code (SRC) and its Implementing Rules and Regulations (IRR), acquiring more than 50% of a public company’s outstanding equity securities triggers a mandatory tender offer to all remaining shareholders.

Based on its initial tender offer report, the tender offer period will run from Feb. 10 to March 11.

In a separate disclosure on Tuesday, Dominion Holdings said the tender offer price could see a minor adjustment.

In response to queries from the PSE, the company clarified that the preliminary price is P1.68 per share, based on DHI’s net asset value from its quarterly report ended Sept. 30 last year. It added, however, that based on projected year-end 2025 figures, the price may adjust upward to an estimated P1.69 per share, depending on the closing date of the Monte Sur-BDO transaction.

“Hence, the tender offer price will be finalized once the net asset value of DHI as of the closing date of the transaction is determined and agreed upon, and will be announced before the cross date,” the company noted.

DHI posted a net income of P34.81 million in the third quarter of 2025, down from P36.53 million a year earlier. This brought its nine-month profit to P106.43 million, declining from P171.01 million previously.

On Tuesday, Dominion Holdings shares fell 3.45% to P4.20 apiece. — Alexandria Grace C. Magno