PHILWEB Corp. issued a clarification on Friday on the number of shares covered by the previously disclosed sale of a 57-percent stake by Gregorio Araneta Inc. (Gainc), the holding firm of Gregorio Araneta III, brother-in-law of President Ferdinand Marcos Jr., to new majority owners Nexora Holdings Inc. and Velora Holdings Inc.
In a disclosure, the company said the transaction involved 829,574,354 common shares, correcting an earlier typographical error showing that the sale involved 829,574,534 shares. It said the corrected figure still represented 57 percent of PhilWeb’s issued and outstanding shares.
The correction, it continued, did not affect the total consideration, price per share or structure of the transaction, which remains valued at P1.8 billion or P2.17 per share under the amended share purchase agreement (SPA) with buyers Nexora and Velora.
PhilWeb also disclosed that the parties on Dec. 5, 2025, entered into an amended SPA involving the same number of shares, which would require the new owners to make a mandatory tender offer to all remaining shareholders prior to completion of the transfer of shares.
Under the amended SPA, the transaction would be implemented in two tranches. Tranche A involves the transfer to Nexora of some 488 million common shares or 34 percent of PhilWeb’s issued and outstanding stocks.
Tranche B involves the transfer to both Nexora and Velora of more than 341 million common shares equivalent to a 23.78-percent stake in PhilWeb.
As the transfer of shares under Tranche B would result in Nexora and Velora collectively holding more than 50 percent of the outstanding voting shares of publicly listed PhilWeb, “the Securities Regulation Code... require the buyers to conduct a mandatory tender offer to all remaining shareholders prior to the completion of the transfer of the Tranche B shares, and within the period prescribed by law,” the disclosure read.
The transaction originally stemmed from an SPA entered into by Gainc, and buyers Nexora and Velora in October 2025 for the sale of Araneta’s entire 57 percent holding in PhilWeb.
PhilWeb shares dipped P0.05, or 0.78 percent, to close at P6.36 each on Friday.