Commission Decision No. 16-M-012/2019:
In the Matter of the Proposed Acquisition by Ayala Healthcare Holdings, Inc. of Shares in Actimed, Inc.

ABSTRACT:

Ayala Healthcare Holdings, Inc. (AHHI) and Actimed, Inc. (Actimed) entered into a Conditional Subscription Agreement where AHHI stands to subscribe to an additional 706,579 common shares of Actimed, resulting in AHHI’s increase of outstanding capital stock of Actimed from 50% to 52.5% .

The proposed transaction is engaged in the distribution and wholesale of medicines, especially of the generics kind, as well as pharmaceutical items, medical supplies and equipment, medical devices, food/dietary supplements, nutraceuticals, cosmetics, and other consumer goods.

AHHI is the the healthcare arm of the Ayala Group and has recently acquired 75% ownership into Negros Grace Pharmacy, Inc. On the other hand, Actimed is one of the companies under the “Generika Group,” jointly managed by AHHI with the Ferrer Family.

Post-transaction, the changes in the capital structure are as follows: Ayala Healthcare Holdings, Inc. will have 7,419,074 shares or equivalent to 52.5% ownership, Teodoro L. Ferrer and other related board executives will have 6,712,500 shares or 47.5% ownership, while nominee directors will have 5 shares but nil ownership percentage.