MANILA, Philippines — Ayala Corporation has secured green light from its stockholders to restructure its capital and expand its board, paving the way for Japanese giant Mitsubishi Corporation to secure a 20% voting stake via a ₱44.5 billion transaction.
During a special stockholders’ meeting, investors approved amending the conglomerate’s articles of incorporation to increase its board seats from seven to nine. To fill the newly created positions, corporate executives Alberto de Larrazabal and Delfin Lazaro were elected as directors, pending final approval from the Securities and Exchange Commission (SEC).
Shareholders likewise backed a resolution to reorganize Ayala’s capital stock by reclassifying over 1.4 million unissued common shares—each carrying a ₱50 par value—into 71.8 million voting preferred X shares priced at ₱1 each. The newly established equity class features full voting rights, cumulative dividends, and board-discretionary redemption options, though it remains non-convertible into common stock.
Furthermore, an amendment was approved to give Ayala the option to convert unissued common shares into classes of voting preferred shares under terms determined by directors.
Under a definitive agreement inked in September, Mitsubishi’s economic stake will more than triple to 15% from 4.7%, while its voting power climbs to 20%. The ₱44.5 billion valuation relies on an agreed price of ₱650 per common share through a mix of primary and secondary shares and a voluntary tender offer.
Ayala Chairman Jaime Augusto Zobel de Ayala emphasized that the milestone reflects a deeply rooted partnership:
”The transaction represents more than a capital investment, pointing to a relationship built over decades based on shared values and long-term vision.”
Echoing this sentiment, Ayala Chief Executive Officer Cezar Consing highlighted the strategic advantages of the partnership:
”The expanded investment pairs the global reach and technology of a Japanese trading company with the assets of a major Philippine conglomerate.”
Ayala projects roughly ₱20 billion in net proceeds from the deal, which will be channeled into debt reduction, share buybacks across the parent firm and its listed subsidiaries, and future growth drivers. As part of the arrangement, Ayala plans to execute a voluntary tender offer on Mitsubishi’s behalf for up to 30 million common shares, enabling public investors to cash out at ₱650 per share subject to regulatory approvals.
Moving forward, both conglomerates intend to scale up joint ventures across critical industries, including infrastructure, energy transition, real estate, digital technologies, mobility, and logistics.