8990 Holdings to delist from PSE; tender offer set at P10.42 per share

On 16 July 2025, the Board of Directors of 8990 Holdings, Inc. (the "Company") approved the voluntary delisting of the Company from the PSE. The Board noted that the voluntary delisting of the Company would unlock the intrinsic value of the Company’s business and assets, which does not seem to be fully appreciated by the market, based on the historical trading price of the Company’s shares on the PSE.

In a PSE disclosure, on 16 July 2025, the Company received a notice from 8990 Housing Development Corporation (“8990 HDC”), stating that 8990 HDC intends to make a tender offer (the “Tender Offer”) for common shares of the Company, with a view of taking the Company private through a voluntary delisting process. ​

The Tender Offer shall cover all outstanding common shares of the Company, other than the common shares owned by Iholdings, Inc., Kwantlen Development Corporation, Mariano D. Martinez, Luis N. Yu, Jr. (collectively, the “Majority Shareholders”), and the qualifying common shares of the directors (the “Excluded Shares”, and the shares subject of the Tender Offer, the “Tender Offer Shares”). 

To comply with the voluntary delisting requirements of the Philippine Stock Exchange (“PSE”), the common shares to be tendered in the Tender Offer (“Tendered Shares”) together with the Excluded Shares should constitute at least 95% of the total issued and outstanding common capital stock of the Company, or such percentage as the PSE may allow to effect the voluntary delisting of the Company from the Main Board of the PSE. Considering the intention of the Bidder and the Majority Shareholders to delist the Company from the PSE, the Bidder will not accept any Tendered Shares unless the threshold for a voluntary delisting is achieved or exemptive relief is obtained from the PSE.

The offer for the Tender Offer Shares shall be at Ten and 42/100 Pesos (Php 10.42) per common share (the “Tender Offer Price”) on an all-cash basis, which represents (a) a 10% premium over the one-year Volume Weighted Average Price (“VWAP”) of the Company’s common shares from 16 July 2024 to 16 July 2025; and (b) the highest end of the range provided in the independent valuation report and fairness opinion rendered for purposes of the Tender Offer (the “Report”). The Bidder noted that the Tender Offer and voluntary delisting of the Company will allow existing shareholders to sell their common shares and realize their investment, in cash, at a premium to the current trading price of the common shares. 

In view of the foregoing, the Bidder has requested the Board of Directors of the Company to: (a) approve the voluntary delisting of the Company; and (b) call for the annual stockholders’ meeting of the Company to seek shareholder approval of the voluntary delisting, among others.

Upon extensive deliberations by the Board of Directors of the Company, the Board has approved the voluntary delisting of the Company from the PSE. The Board noted that the voluntary delisting of the Company would unlock the intrinsic value of the Company’s business and assets, which does not seem to be fully appreciated by the market, based on the historical trading price of the Company’s shares on the PSE.

In the same meeting, the Board approved the inclusion of the voluntary delisting as an agenda item for approval of the stockholders, in the 2025 Annual Stockholders’ Meeting of the Company scheduled to be held on 26 August 2025.