ALL holders of common shares of Asian Terminals, Inc. (ATI or the Company) are hereby notified that Maharlika Investment Corporation (MIC) and ATI filed on 02 February 2026 a Tender Offer Report (SEC Form 19-1, including exhibits and annexes) with the Securities and Exchange Commission (SEC), the Philippine Stock Exchange, Inc. (PSE), and the Company.
MIC and ATI (the Bidders) are prepared to acquire through a public tender offer (the Tender Offer) of up to 191,438,064 shares of the outstanding common capital stock of ATI (the Tender Offer Shares), representing the total outstanding common shares of the Company held by its shareholders other than those owned by (a) ATI Holdings, Inc., DP World Australia (POAL) PTY. LTD, Pecard Group Holdings, Inc., Philippine Seaport, Inc., Daven Holdings, Inc., Morray Holdings, Inc., SG Holdings, Inc., Harbourside Holdings Corp., Aberlour Holding Company Inc., Prime Power Holdings Corporation, Eusebio H. Tanco and Felino A. Palafox Jr. (the Other Delisting Proponents); and (b) the directors of the Company (collectively, the Excluded Shares).
This Tender Offer is being conducted to comply with the Amended PSE Voluntary Delisting Rules, in view of the Bidders and Other Delisting Proponents’ proposed voluntary delisting of ATI shares from the Main Board of the PSE.
Tender Offer Price
The Tender Offer is being made at the price of Php 36.00 per common share (the Tender Offer Price).
The Tender Offer Price (a) is the highest price that the Bidders are willing to offer in the Tender Offer, (b) represents a 49% premium over the volume weighted average price (VWAP) of ATI’s listed shares for one (1) year immediately preceding the date of disclosure of the approval by ATI’s Board of Directors of the proposed Voluntary Delisting, and (c) is the highest end of the range provided in the Fairness Opinion rendered by MIB Capital Corporation and attached and made an integral part of this Report as Exhibit C.
The Tender Offer Price will be paid by the Bidders, subject to the Terms of the Tender Offer, at the Settlement Date.
The total Tender Offer Price less Selling Charges (as defined below) and other applicable fees shall be paid to the Tendering Shareholders by way of credit to a nominated account with BDO or by way of check which shall be made available for pick up at the following address: 33/F BDO Towers Valero, 8741 Paseo de Roxas Avenue, Salcedo Village, Makati City.
The total Tender Offer Price does not include the following customary selling charges which shall be for the account of the Tendering Shareholder: (a) Stock transaction tax of 0.1% of the aggregate value of the Tendered Shares at the Tender Offer Price; (b) Securities Clearing Corporation of the Philippines fee of 0.01% of the aggregate value of the Tendered Shares at the Tender Offer Price; (c) PSE transaction fee of 0.005% of the aggregate value of the Tendered Shares at the Tender Offer Price, plus value-added tax of 12% on such fee; (d) SEC Fee of 0.005% of the aggregate value of the Tendered Shares at the Tender Offer Price; and (e) Securities Investor Protection Fund fee of 0.001% of the aggregate value of the Tendered Shares at the Tender Offer Price (collectively, the Selling Charges).
After deducting the Selling Charges (other than broker’s commission) from a Tendering Shareholder’s tender proceeds, the net Tender Offer Price is estimated to be Php35.95 per share. If the Tendering Stockholder will lodge its shares through the Tender Offer Agent, other fees such as lodgment fee and EQ trade transfer fee (as applicable) will be for the account of the Bidders. If the Tendering Stockholder will lodge its shares through a different PSE authorized broker, other fees such as lodgment fee and EQ trade transfer fee (as applicable) will be for the account of the Tendering Stockholder. The selling broker’s commission, including value added tax, shall be payable by the Tendering Shareholder, subject to mutual agreement between the Tendering Shareholder and the broker.
The Tender Offer gives Tendering Shareholders of ATI the opportunity to sell their common shares and realize their investment, in cash, at a premium to (meaning an amount that is more than) the current trading price of the common shares. The Tender Offer Price of Php 36.00 per share represents a 49% premium over the one-year VWAP of ATI’s shares immediately preceding the date of posting of the disclosure of the approval by ATI’s Board of Directors of its delisting from the PSE.
Shareholders should note that upon the completion of the Tender Offer and Voluntary Delisting, the common shares of ATI (inclusive of their respective shares) will no longer be listed and available for trading on the PSE. Any sale or transfer of such common shares after the Voluntary Delisting will need to be made outside the facilities of the PSE and will be subject to the prevailing capital gains tax (levied on any capital gain generated by such holder through such sale or transfer) and documentary stamp tax, instead of the stock transaction tax applicable to sales of listed shares of stock transacted through the PSE. In addition, share transfers after the Voluntary Delisting will be subject to the requirement under relevant Bureau of Internal Revenue (BIR) revenue regulations to secure a Certificate Authorizing Registration before transfer of legal title to the shares may be effected.
Fairness Opinion Report
MIB Capital Corporation, an independent financial adviser duly accredited by the SEC and PSE, has conducted a valuation study on the common shares of ATI in accordance with the Guidelines on the Conduct of Valuation and Issuance of a Fairness Opinion set out in Securities Regulation Code (SRC) Rule 19.2.6 and issued a valuation report and fairness opinion dated 1 December 2025. On 26 August 2025, the PSE confirmed the independence and qualification of MIB Capital Corporation to act as independent financial advisor to issue the Fairness Opinion.
In the Fairness Opinion dated 1 December 2025, MIB Capital Corporation confirmed that, in its opinion, ATI’s share valuation ranges between Php 13.10 to Php 34.98 per share.
Tender Offer Period
The Tender Offer will commence at 1:30 p.m. on 02 February 2026 and end at 3:00 p.m. on 03 March 2026 (the Tender Offer Period), during which period any tendering stockholder of ATI may offer all or a portion of their shares in ATI for sale to the Bidders in accordance with, and subject to the terms and conditions of the Tender Offer. Should any of the business days during the Tender Offer Period be officially declared a non-working holiday, the Tender Offer Period shall be extended by the number of business days corresponding to those days which are declared non-working holidays, with the approval of SEC.
For purposes hereof, a “business day” shall mean any day other than a Saturday, Sunday, or a non-working holiday during which banks are required to be open for business in Metro Manila, Philippines.
Any change in the tender offer period shall be announced by the Company in newspapers of general circulation in the Philippines.
Application by Scrip or Certificated Shareholders
Scrip or Certificated shareholders (i.e., shareholders who hold stock certificates) of ATI who wish to sell their shares to the Bidders must complete the Application to Tender Shares (the “Application”) in triplicate and submit the same with the attachments set out below to the Tender Offer Agent at the address set forth below, which must be received by the Tender Offer Agent not later than 3:00 p.m. of 03 March 2026.
(a) Original ATI stock certificates duly endorsed, subject to verification by the Tender Offer Agent as valid and authentic certificates. For those whose stock certificate/s is/are lost:
i. One (1) original of a duly notarized affidavit of loss (substantially in the form of Annex E attached to the Application);
ii. Copy of the notice of loss as published in a newspaper of general circulation;
iii. One (1) original of the Affidavit of Publication executed by the relevant publishing entity attesting that the notice of loss and the details required under the Revised Corporation Code of the Philippines have been published in a newspaper of general circulation in the place where ATI has its principal office once a week for at least three consecutive weeks; and
iv. Applicable surety bond, which shall run for a period of one (1) year.
(b) For Individuals:
i. For Tendering Shareholders acting through an attorney-in-fact, a duly notarized Irrevocable Power of Attorney (in substantially the form attached as Annex B to the Application);
For Tendering Shareholders who are married and are Philippine citizens, the signature of their respective spouse to indicate marital consent to the sale of the Tendered Shares is required in the Irrevocable Power of Attorney;
ii. Photocopies of two (2) valid identification cards issued by a government agency of the Republic of the Philippines, showing the Tendering Shareholder’s signature and photograph, i.e., driver’s license, tax identification card, Social Security Services/Government Services and Insurance System card, or passport;
iii. Duly accomplished Additional Personal Information Sheet and signature card (in the form of Annexes F and G attached to the Application) containing the specimen signature of the Tendering Shareholder and verified by the Tendering Shareholder’s broker or by an officer of the bank at which the Tendering Shareholder maintains an account (the signature card must specify the name of the broker and the broker’s signatory or the name of the bank and the bank’s signatory, as the case may be).
For Tendering Shareholders acting through an attorney-in-fact, photocopy of an identification card of the registered Tendering Shareholder shall form part of the notarized irrevocable power of attorney.
For Tendering Shareholders domiciled abroad, the power of attorney should be consularized or apostilled as applicable. If the Tendering Shareholder is unable to sign, the following should be presented:
a. Medical certificate explaining the condition of the Tendering Shareholder, issued by a medical practitioner and indicating the doctor’s license number; and
b. Photocopy of the doctor’s hospital identification cards.
For heirs who wish to tender inherited shares covered by stock certificate/s still in the name of the decedent:
a. Shares inherited by judicial settlement
(1) Stock certificate in the name of the decedent;
(2) Original or certified true copy PSA Death Certificate;
(3) Letters of Administration/Testamentary;
(4) Certified true copy of the relevant court order;
(5) Original Bureau of Internal Revenue Certificate Authorizing Registration; and
(6) Specimen signature card (in the form of Annex F attached to the Application) and photocopies of two (2) valid government-issued identification cards.
b. Shares inherited by extra-judicial settlement
(1) Stock certificate in the name of the decedent;
(2) Original or certified true copy PSA Death Certificate;
(3) Original or certified true copy of Birth Certificate of Heirs showing the deceased stockholder as parent if the heir is a descendant; if surviving spouse, a Marriage Contract between the deceased stockholder and his/her spouse; if brother or sister, Birth Certificate of the deceased stockholder and the heir showing a common ancestor;
(4) Original or certified true copy of extra-judicial settlement stamped received or annotated by the Registrar of Deeds;
(5) Affidavit of publication executed by the publisher;
(6) Original Bureau of Internal Revenue Certificate Authorizing Registration;
(7) Two (2) years heirs’ bond; and
(8) Specimen signature card (in the form of Annex F attached to the Application) and photocopies of two (2) valid government-issued identification cards.
(c) For Corporations:
i. Notarized Board Resolution (in substantially the form of the Secretary’s Certificate attached as Annex C to the Application) authorizing the sale of the Tendered Shares, designating signatories for the purpose and indicating the specimen signatures of those signatures;
ii. Latest General Information Sheet, certified as a true copy of the original by the Corporate Secretary or equivalent person having official custody of company records;
iii. Copy of the latest Articles of Incorporation and By-laws of the Tendering Shareholder or equivalent charter documents, each certified as a true copy of the original by the Corporate Secretary or equivalent person having official custody of company records; and
iv. Duly accomplished Additional Personal Information Sheet and signature card (in the form of Annexes F and G attached to the Application) containing the specimen signature of the Tendering Shareholder’s designated authorized signatories and verified by the Tendering Shareholder’s broker or by an officer of the bank at which the Tendering Shareholder maintains an account (the signature card must specify the name of the broker and the broker’s signatory or the name of the bank and the bank’s signatory, as the case may be).
v. Photocopies of two (2) valid identification cards issued by a government agency of the Republic of the Philippines, showing the signature and photograph of the Tendering Shareholder’s designated authorized signatories, i.e., driver’s license, tax identification card, Social Security Services/Government Services and Insurance System card, or passport.
(d) For Partnerships:
i. Copy of the latest Articles of Partnership of the Tendering Shareholder or equivalent charter document, certified as a true copy of the original by the Partnership Secretary or equivalent person having official custody of the partnership records;
ii. Notarized Partnership Resolution (in substantially the form of the Partners’ Certificate attached as Annex D to the Application) authorizing the sale of the Tendered Shares, designating signatories for the purpose and indicating the specimen signatures of the signatories; and
iii. Duly accomplished Additional Personal Information Sheet and signature card (in the form of Annexes F and G attached to the Application) containing the specimen signature of the Tendering Shareholder’s designated authorized signatories and verified by the Tendering Shareholder’s broker or by an officer of the bank at which the Tendering Shareholder maintains an account (the signature card must specify the name of the broker and the broker’s signatory or the name of the bank and the bank’s signatory, as the case may be).
iv. Photocopies of two (2) valid identification cards issued by a government agency of the Republic of the Philippines, showing the signature and photograph of the Tendering Shareholder’s designated authorized signatories, i.e., driver’s license, tax identification card, Social Security Services/Government Services and Insurance System card, or passport.
Application by Scripless or Non-Certificated Shareholders
Scripless or Non-Certificated shareholders (i.e., ATI shareholders whose shares are lodged with the Philippine Depository and Trust Corporation (PDTC)) who wish to tender their shares must instruct their respective brokers to accomplish and submit, on their behalf, the duly accomplished Application to Tender Shares and to electronically transfer their Tendered Shares to the Tender Offer Agent. The member broker(s) of the PSE who hold(s) the Tendered Shares, should, upon receipt of the notice of the Tender Offer, immediately notify the relevant Tendering Shareholder that should the Tendering Shareholder wish to sell to the Bidder, the Tendering Shareholder must instruct said participating broker to electronically transfer the Tendered Shares to the Tender Offer Agent, as custodian for such shares, not later than 03 March 2026 at 3:00 p.m.
When tendering shares, the participating brokers are required to submit the letter to the Tender Offer Agent (in the form of Annex A to the Instructions to Participating Brokers, which is Exhibit E to the SEC Form 19-1 filed by the Bidder with the SEC) not later than 03 March 2026 at 3:00 p.m. as well as the duly completed Application.
Withdrawal by Tendering Shareholders
A Tendering Stockholder shall have the right to withdraw any Tendered Shares tendered to the Bidders, at any time during the Tender Offer Period, by submitting a written request for the withdrawal of the Tendered Shares to the Tender Offer Agent with a copy of the “Applicant’s Copy” of the Application issued by the Tender Offer Agent.
For withdrawal of Tendered Shares to be effective, a written notice of withdrawal must be received by the Tender Offer Agent before 02 March 2026 at 3:00 p.m. at the address set forth herein. The withdrawal notice must specify the name of the Tendering Stockholder and the number of the Tender Shares being withdrawn. If the stock certificates evidencing the Tender Shares have been delivered to the Tender Offer Agent, the serial numbers shown on such certificates must be submitted to the Tender Offer Agent prior to the physical release of such certificates.
The Tendered Shares shall be returned in the same form it was received to the PDTC participant (if previously lodged with the PDTC participant) or to the Tendering Shareholder (if previously certificated), within ten (10) trading days from the end of the Tender Offer Period
All expenses incurred by the Tender Offer Agent in respect of a withdrawal of the Tender Shares shall be for the account of the Tendering Stockholder making the withdrawal.
Acceptance/Rejection of Applications
Acceptance of the Application is subject to the terms hereof. The Bidders, through the Tender Offer Agent, at its sole discretion, reserves the right to reject any Application that does not qualify to the Tender Offer, and to accept qualified Applications at any time before the Tender Offer Shares are sold to the Bidders through the facilities of the PSE. Subject to the terms and conditions hereof, Applications shall be rejected when: (i) received after the Tender Offer Period; (ii) not properly completed; (iii) lack any of the required attachments.
The Tender Offer Agent will accept an Application on behalf of the Bidders on the condition that the Tendering Stockholder has been certified by the Stock Transfer Agent as a common shareholder of ATI at any time during the Tender Offer Period, and that the signature/endorsement on the stock certificate(s) submitted matches the signature on file with the Stock Transfer Agent, if such is available. If a Tendering Stockholder does not have any signature card on file, or the signatures on the certificates and on the Application differ from the signature on file with the Stock Transfer Agent, the Stock Transfer Agent shall certify the same to the Bidders. The Bidders shall exercise its sole and reasonable discretion to accept or reject the Application. The Tender Offer Agent shall rely on the signature affixed on the Application and on the validated endorsement of the relevant stock certificates. Neither the Bidders nor the Tender Offer Agent shall be required (nor are they expected) to make further inquiries into the authenticity of the signature. A Tendering Stockholder shall hold the Bidders, the Tender Offer Agent, and their respective officers, directors, agents, or advisers free and harmless from any and all damages that may arise or result in the Bidders’/Tender Offer Agent’s acceptance of the Application.
Applications received after the end of the Tender Offer Period shall be rejected, unless the Tender Offer Period is extended by the Bidders, upon prior approval of the SEC. Applications that are not properly completed or lack any of the requirements are ipso facto rejected
Tendering Stockholders whose Applications have been rejected, in whole or in part, shall be notified of such fact by the Tender Offer Agent on or before the Settlement Date.
All Applications shall be accepted only in the Philippines.
Rejected shares shall be returned in the same form they were received to the Tendering Shareholder’s broker (for scripless shares) or to the Tendering Shareholder (for certificated shares) no later than ten (10) business days from the end of the Tender Offer Period. Any and all costs and expenses incurred in connection with the return of the rejected shares shall be borne by the Tendering Shareholder.
Cross Date and Settlement Date
The accepted Tender Offer Shares are intended to be crossed at the PSE within eight (8) business days after the close of the Tender Offer Period or on or before 13 March 2026 (the Cross Date), subject to the approval by the PSE and subject further to any extension of the Tender Offer Period with the approval of the SEC. Any change in the Cross Date shall be separately announced by the Bidders.
The Bidders shall accept for payment all validly tendered Tender Shares under the Tender Offer. The sale and purchase of the accepted Tender Offer Shares shall be settled within two (2) business days following the Cross Date or on or before 17 March 2026 (the Settlement Date), subject to any extension of the Tender Offer Period with the approval of the SEC.
On Settlement Date, the Tender Offer Agent shall make the bank transfer or check in the amount of the total Tender Offer Price (less customary selling charges and broker's commission) in the name of either:
(i) each selling broker which delivered the scripless shares of its tendering clients (scripless shareholders), or
(ii) the Tendering Stockholders that have delivered certificated shares directly to the Tender Offer Agent.
A Tendering Stockholder may opt to be paid his/her/its net proceeds from the Tender Offer via direct credit to his/her/its nominated BDO account on Settlement Date (subject to any extension of the Tender Offer Period with the prior approval of the SEC) by executing an authority to credit contained in the Tender Offer application form. Otherwise, all payments of the net proceeds shall be made and received by check made payable to the name of the Tendering Stockholder.
Checks (where this payment option is applicable) shall be available for pick up at the Tender Offer Agent’s office beginning Settlement Date up to thirty (30) days thereafter. Checks not claimed shall be mailed or delivered to the shareholders, at their own risk, to the registered address indicated in the Application Form.
When collecting payment, the Tendering Stockholders shall present the Applicant’s Copy of the Application as well as a proper identification document (e.g., driver’s license, passport or company I.D. with photograph and signature). Duly authorized representatives of Tendering Stockholders shall be required to present either a duly notarized secretary’s certificate for corporate shareholders or a duly notarized special power of attorney for individual shareholders.
All accepted Applications shall be settled only in the Philippines.
Beneficial owners of Tender Offer Shares are advised to consult with their custodian, fiduciaries, or other similar agents to the manner by which they may collect payment from such agents.
In any event, no payment shall be made without the Tender Offer Agent having timely received the duly accomplished Application, the stock certificates evidencing the Tender Offer Shares and other documents required herein.
Any change in the Tender Offer Period or Cross Date or Settlement Date shall be announced by the Company in newspapers of general circulation in the Philippines.
Inquiries
For inquiries regarding the Tender Offer, please contact the following:
BDO Securities Corporation
33rd Floor BDO Towers Valero8741 Paseo de Roxas Avenue, Salcedo Village,
Makati City, Philippines 1209
Email Address: customersupport-bdosecurities@bdo.com.ph
Customer Service Hotline: +632 8840.7878
Contact Persons:
John Manuel Manaloto
Phone: +632 8840.7878 or +632 8840.7000 Local 57471
Email: customersupport-bdosecurities@bdo.com.ph
Maria Agnes Santiago
Phone +632 8840.7878 or +632 8840.7000 Local 51591
Email: customersupport-bdosecurities@bdo.com.ph
For inquiries on the number of shares and stock certificates, please contact ATI’s Stock and Transfer Agent:
Professional Stock Transfer, Inc.
10th Fl., Telecom Plaza 1200, 316 Sen. Gil J. Puyat Ave
Makati City, Philippines
Email Address: info@professionalstocktransfer.com
Customer Service Hotline: +632 8687 4053
Contact Person:
Edelyn S. Jimeno
Phone: +632 8687 4053
Hilda Amion
Phone: 0947 9999 200
Tendering Shareholders are advised to read the Application Form, the Tender Offer Report (including in particular the Terms and Conditions of the Tender Offer appended as Exhibit A thereof) as filed by the Bidder with the SEC, PSE and the Company. For queries, please contact the Tender Offer Agent.
Yours truly,
MAHARLIKA INVESTMENT CORPORATION
ASIAN TERMINALS, INC.
