The parent firm of Prime Media Holdings Inc., a listed company that has minimal operations, has signed a memorandum of understanding with Philippine Collective Media Corp. (PCMC) for the possible merger of the two firms to create “a viable and operational enterprise.”
In its disclosure, Prime Media said its parent firm RYM Business Management Corp. signed the deal with PCMC for a share-for-share swap deal.
PCMC shareholders will exchange their respective shares the company for shares of common stock in Prime Media to gain majority ownership and control of the listed firm.
In turn, Prime Media will acquire PCMC, which will become its wholly-owned subsidiary.
“Under the MOU, the PCMC shareholders shall cause the appraisal of PCMC’s assets to enable the preparation of an audited financial statement and determine its valuation as of 30 April 2021. The parties are likewise given a period of 30 days to conduct their respective due diligence and thereafter execute such definitive agreements to implement the share-for-share swap transaction,” the company said.
PCMC is a domestic corporation currently engaged in the business of radio and television broadcasting with active radio stations, frequencies and permits as well as a national franchise granted through Republic Act 11508.
The company’s parent earlier made a deal with New Era Empire Realty Corp. to pursue several highly capitalized businesses of property development, media and entertainment, gambling and investment in financial services.
New Era also has the intention to takeover Prime Media which may result in its backdoor listing on the Philippine Stock Exchange.
“This MOU with PCMC is intended to implement the plan of the corporation to enter the media and broadcasting sector. The pending transaction with New Era Empire Realty Corp.is not affected by this MOU and New Era has no objections to the execution of this new MOU,” it said.
Prime Media shares were last traded at P3.04 apiece on Tuesday.
The company said its deal on the new businesses include commercial and residential real estate development and real estate leasing with leisure and hospitality; media and entertainment, by acquisition of an existing media or broadcast franchise; gaming, by applying for a license from the Philippine Amusement and Gaming Corp. (Pagcor) or securing partnerships with an existing Pagcor licensee.
It also wants to venture into provision of allied services to Philippine Offshore Gaming Operators (POGO), by entering into an agreement with an existing POGO operator and to development of or investment in technology providing financial services.
Prime Media was originally incorporated on February 6, 1963 as Private Development Corp. of the Philippines and then changed to PDCP Development Bank Inc. that same year.
On June 6, 2000, the company changed its name to First e-Bank Corp., and then eventually shifted to its current name on October 20, 2003.
In 2002, Banco de Oro Unibank Inc. assumed the servicing of the company’s deposit liabilities and other banking functions. On December 6, 2002, the board approved the change in primary purpose from a development bank to a holding company, which would hold investments in the media industry.
In view of the very minimal operations, the company gradually retired all its employees by 2010 and engaged consultants and service providers to service its requirements.