MAJORITY shareholders of Lopez Inc. on Wednesday called on regulators to investigate what they described as the delayed disclosure of “poison pill” provisions tied to First Gen Corp. transactions, claiming this may have violated market rules.
In a statement, the Lopez family majority — which is embroiled in a leadership dispute with First Gen President and CEO Federico “Piki” Lopez — said the Securities and Exchange Commission (SEC) and the Philippine Stock Exchange (PSE) should require First Gen to explain why the provisions were not disclosed alongside the announcement of two significant deals in November last year and February this year.
The transactions involve the sale of a 60-percent stake in First Gen’s gas assets to Prime Infrastructure Capital Inc. (Prime Infra) for P50 billion in November and the subsequent acquisition by First Gen of a 40-percent stake in Prime Infra’s hydropower assets worth P75 billion in February, later reduced to 33 percent.
The Lopez majority said the “poison pills,” or penalty provisions embedded in the agreements that could be triggered under certain conditions, were disclosed only months later despite their potential financial impact.
“These amounts are so significant that they are roughly equivalent to a third of First Gen’s market capitalization and could affect shareholder dividends and share prices if triggered” and should have been fully disclosed to investors in a timely manner, the group claimed.
The issue surfaced after the majority raised concerns about First Gen’s deals with Prime Infra, prompting the PSE to seek clarification from First Gen.
In its response, First Gen said a provision tied to the November 2025 deal would only take effect if a separate February 2026 condition were triggered.
The Lopez majority questioned this, saying it raised inconsistencies about the timing and existence of the provisions, including whether such clauses were embedded in the original agreements or introduced later.
They also raised concerns about corporate governance, asking whether the board was fully informed and why the provisions were not disclosed immediately after the deals were finalized as required under exchange rules.
The group further criticized what it described as the “secretive management style” of Piki Lopez.
“Since First Gen is always on the shorter end of the bargain and Prime always gets the upside, we keep asking: who are you working for?” the statement read.
The majority also said it requested copies of the investment agreements but had yet to receive them.
Piki was earlier removed by the majority as president and CEO of Lopez Inc. for allegedly questionable transaction, but remains in position following a court order.
First Gen is a member of the Lopez Group of Companies controlled by the Lopez family through Lopez, Inc., which is the majority shareholder of publicly listed Lopez Holdings Corp.
On Wednesday, First Gen shares slipped P0.08, or 0.45 percent, to P17.72 apiece, while those of Lopez Holdings edged up 0.26 percent to close at P3.92 each amid a 0.48-percent drop for the benchmark PSE index.
