LEADING telecommunications provider Smart Communications is planning to buy the remaining minority shares of the Pilipino Telephone Corporation (PilTel).

Smart currently owns 92.8 percent of the total outstanding common shares of PilTel.

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In a disclosure last March 13, PilTel said that they will get first their share holders approval slated by the end of this month to sell/transfer its cellular assets, subscriber base, and Talk ‘N Text trademark to Smart.

Under “The Proposed Transactions,” once completed and implemented, will transform PilTel into a holding company with its 20 percent holdings in Meralco as its major asset.

Smart’s tender offer is intended to provide an exit opportunity for PilTel’s minority shareholders, given the change in PilTel’s business direction.

It is offering a tender offer price of P8.50 per common share to acquire the 839,979,054 shares held by PilTel’s minority shareholders.

The offer price is also at 15 percent premium over the P7.40 share price when the Proposed Transactions were first announced; 13 percent premium over volume-weighted average share price from January 2, 2008 to June 2009 of P7.51; 11 percent premium over average share price for 2009 of P7.69; five percent premium over PilTel’s closing share price on June 19, 2009 of P8.10; and 20 percent premium to the average share buyback price of P7.09.

The Independent Committee of the PilTel Board had been conducting a review of Smart’s anticipated tender offer, in consultation with CLSA Exchange Capital Inc., the independent financial advisor to ensure that the terms of the tender offer are fair and reasonable from the perspective of PilTel’s minority shareholders.

The tender offer period will begin on July 1, 2009 at 9:30 a.m. and end on July 29, 2009 at 12 noon. It is for cash and Smart will accept any and all shares tendered, subject to fulfillment of requirements. (MSN/Sunnex)