19.2.

4 Any person or group of person acting in concert, Student: I think it will apply to even 1% lang atty so lang
who intends to acquire thirty five percent (35%) of the
outstanding voting shares or such outstanding voting
shares that are sufficient to gain control of the board in a
public company directly from one or more
stockholders shall be required to make a tender offer for
all the outstanding voting shares. The sale of shares
pursuant to the private transaction or block sale shall not
be completed prior to the closing and completion of the
tender offer.
as it would result to ownership of over 50%.
Why?
The law does not require that you have to buy 50%. The
rules says that any acquisition. Meaning even if 1%
lang, if that acquisition would result in the buyer to own
over 50%, meaning more than 50% of the total
outstanding equity securities.

TAKE NOTE:
The rules say: “shall be required to make a tender offer
for all the outstanding voting shares”

If you are buying directly from one or more

stockholders meaning in a block or a private sale, you
have to make a tender offer for all the outstanding
shares.

Meaning sa katung 200,000 nga gi-offer sa imo, even if

100,000 ra imo ganahan palitun, but you are doing a
private or a block sale, then you have to buy all the
200,000 offered shares (TN: VOTING SHARES)

35% ang imo ganahan I acquire directly from one or

more stockholders, so that’s a Block Sale, you need gto
make an offer for all the outstanding voting shares. You
don’t proportionate.

There is no such thing as oversubscription here.

Because you are required to buy all the outstanding
voting shares. …. Baligya, you cannot also force them to
sell, you are forced to buy all if they offer.

19.2.5 If any acquisition that would result in ownership

of over fifty percent (50%) of the total outstanding equity
securities of a public company, the acquirer shall be
required to make a tender offer under this Rule for all the
outstanding equity securities to all remaining
stockholders of the said company at a price supported by
a fairness opinion provided by an independent financial
advisor or equivalent third party. The acquirer in such a
tender offer shall be required to accept all securities
tendered.

What is the transaction that we are contemplating

here?

Is it a sale or a purchase of 50% or more of the total

outstanding shares or will it apply to even a
purchase of 1% lang?