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Sample Appendix 2.5
PHCC appendix 2.5 sample attachment for notification form
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Description of the Proposed Transaction
The proposed transaction is the acquisition by Gugo, Inc. of 100% of the issued
and outstanding capital shares in Ion Chemicals.
Parties to the Transaction
The acquiring party is Gugo, Inc. It is a Philippine company engaged in the
manufacturing, packaging, and distribution of all-natural shampoos and conditioners
all under the tradename “Virginia”. The following are the companies under its
1. Natural Lather Industries, Inc. – the ultimate parent of Gugo, Inc. a holding
company incorporated in the Philippines. Its shares are held by each of the five
members of the Green Family; and
2. MacDonald Farms – a Philippine company engaged in the production of
organic raw materials in the shampoo and conditioner business of Gugo, Inc.
The acquired party is Ion Chemicals. It is a Philippine company engaged in the
manufacturing, packaging, and distribution of chemical commercial shampoos all
carrying the tradename “LadyFinger” in the Greater Manila Area and Southeast Asia.
The following are the companies under its portfolio which have horizontal and
vertical relationships with the Notifying Group of the acquired party:
1. Covalent Chemical Industries – a Philippine holding company and the
ultimate parent of Ion Chemicals; and
2. Friendship Plastics, Inc. – a Philippine company engaged exclusively in the
manufacture of shampoo bottles.
Shares being Acquired and Manner of Acquisition
Gugo, Inc. proposes to acquire by purchase all the issued and outstanding
capital shares in Ion Chemicals consisting of one billion (1,000,000,000) common
shares and one million (1,000,000) preferred shares.
Gugo, Inc. will acquire the shares of Ion Chemicals at the agreed purchase price
of two billion five hundred thousand Philippine pesos (Php 2,500,000,000.00). This
will be paid in full by Gugo, Inc. to the shareholders of Ion Chemicals on the seventh
day following the approval of the Philippine Competition Commission of the
proposed transaction as stipulated in the Share Purchase Agreement.
Intended Structure of Ownership and Control after Completion
After Completion, as defined in the Share Purchase Agreement, Gugo Inc. shall
have full ownership and control over Ion Chemicals. The members of its existing
Board of Directors are encouraged to finish their term. After expiration of their terms,
the new shareholders of Gugo, Inc. shall nominate new directors, including
Business Objectives of the Parties
Gugo, Inc. aims to transform Ion Chemicals into an all-natural shampoo
manufacturing company by relaunching the brand “LadyFinger” as an all-natural
Covalent Chemical Industries wants to dispose of its shampoo manufacturing
business to focus on the manufacturing of plastics.
Assets of the Acquired Entity and Entities It Controls
Ion Chemicals’ assets consist of the factory equipment used in the manufacture
and packaging of shampoos, trucks used in the transport of the products, the shampoo
factory and warehouse, and the land on which the factory and warehouse stand. The
number and fair market value of these assets are as follows:
Fair Market Value (in Php)
Ion Chemicals does not have any shareholdings nor control in any other entity.