The Lopez Group’s majority bloc has raised concerns over what it described as a hidden “poison pill” provision in the transaction between First Gen Corporation and Prime Infrastructure Capital Inc., warning that it could lead to billions of pesos in losses for shareholders in the event of leadership changes.
According to the bloc, the agreement—reportedly disclosed only during a board meeting—contains a clause allowing Prime Infra to acquire First Gen’s 33% stake in its hydropower business at a 25% discount if Lopez Inc. president Federico “Piki” Lopez and his designated team are removed from First Gen.
The group estimated that the discount could translate to more than ₱16 billion in potential losses, based on the ₱62-billion valuation of the stake.
“This is self-dealing at the expense of all First Gen shareholders and for the exclusive benefit of Piki and his cohorts. We only learned about it and the whole transaction when it was presented at a board meeting that concealed the investment under ‘other matters’ and discussed in an executive session for only one hour,” the majority bloc said in a statement.
They further alleged that key details of the provision—commonly referred to as a takeover defense mechanism—were not properly disclosed to shareholders or most of the board.
First Gen, a publicly listed energy company led by Federico “Piki” Lopez, has not yet directly addressed the specific allegations but has previously said that all contracts and agreements undergo proper board review and approval before execution.
The dispute follows a 5–2 board vote last month that reportedly removed Lopez as president and CEO of Lopez Inc. due to “loss of trust and confidence.” Lopez, however, remained in position after securing a court order blocking his removal.
The majority bloc also questioned the restructuring of First Gen’s stake in Prime Infra’s hydropower business, which reportedly shifted from 40% valued at ₱75 billion to 33% worth over ₱62 billion, arguing that the changes lacked clear shareholder approval and may have affected control arrangements within the venture.