PhilWeb Faces Ownership Shift in Two-Stage Sale

PhilWeb Corp., a major force in the Philippines’ gaming technology sector, is entering a pivotal moment as its biggest shareholder restructures its planned exit. Gregorio Araneta Inc. the investment firm led by businessman Gregorio Araneta III has finalized new terms for divesting its ownership stake. What was initially announced in October as a straightforward sale has now evolved into a more deliberate, two-stage transaction. The amended share purchase agreement lays out a methodical transition plan between the Araneta group and the acquiring companies.

A Two-Stage Share Transfer
Rather than transferring all 829.57 million common shares in one go, the sale will unfold through two separate tranches. In the first stage, Nexora Holdings Inc. will immediately acquire around 488.16 million shares. This block represents roughly 34 percent of PhilWeb’s total outstanding shares, instantly giving Nexora a major position in the company.

The remaining 341.41 million shares will be transferred during the second tranche. This phase will involve both Nexora Holdings and Velora Holdings Inc., and represents an additional 23.8 percent of PhilWeb’s outstanding stock. While the transaction is staggered, the end result remains the same: Gregorio Araneta Inc. will fully exit its investment in the firm.

Requirements for Closing the Deal
Before the second tranche can be completed, Nexora and Velora must undertake a mandatory tender offer to PhilWeb’s remaining shareholders. This requirement ensures minority investors have the right to sell their shares under the same conditions offered to the controlling shareholder a standard safeguard in major ownership changes.

The buyer group’s leadership structure has also drawn attention. Edgar Brian Ng, PhilWeb’s current president and director, is also president, chairman and director of Nexora. This dual role suggests the incoming ownership will maintain continuity in the company’s strategic direction despite the broader shake-up.

Boardroom Shifts Expected
Significant shifts in corporate governance are anticipated as the deal progresses. Several existing PhilWeb directors are expected to resign, making way for new board members nominated by Nexora and Velora. These replacements will be subject to standard regulatory and qualification checks, signaling that the new owners intend to actively steer the company’s future.

A Full Exit for the Araneta Group
For Araneta, who took control of PhilWeb in 2016, this transaction marks a complete departure from the business. As a well-known figure with high-profile political connections he is the brother-in-law of President Ferdinand Marcos Jr. his business decisions often attract public attention. This divestment, valued at approximately PHP 1.80 billion (US$30.5 million), brings an end to his nearly decade-long involvement in the gaming technology firm.

With the amended sale terms now in place, the next steps will focus on executing the two tranches and completing the mandatory tender offer that will usher in PhilWeb’s new ownership era.