MANILA, Philippines — MGen Renewables Inc. (MGENR), the clean energy arm of Meralco PowerGen Corporation, has entered into a ₱4.98 billion share swap agreement to integrate operating assets from its parent firm, bolstering its financial foundation ahead of a potential re-initial public offering.
In a filing submitted to the Philippine Stock Exchange on Wednesday, October 28, MGENR announced that its board greenlit the transaction on Tuesday. The arrangement enables the company — formerly known as SP New Energy Corporation — to issue roughly 3.1125 billion new common shares to MGEN Renewable Energy Inc.
In return, MGENR will take over equity stakes in five key operating firms: Greenergy for Global Inc., Greentech Solar Energy Inc., CACI Power Corporation, Nuevo Solar Energy Corporation, and PowerSource First Bulacan Solar Inc.
Under the agreement terms, the new shares were priced at ₱1.60 each, reflecting a 30.08% premium compared to the company’s closing stock price of ₱1.23 on October 23. An independent financial valuation specialist confirmed that both the asset appraisal and pricing figures aligned with fair market values.
The strategic asset injection is designed to increase operating revenues and solidify MGENR’s position as the flagship listed renewable energy vehicle for Meralco PowerGen.
Executives expect the expanded portfolio of cash-generating assets to heighten the firm’s attractiveness to institutional investors as it prepares for upcoming capital-raising ventures.
Additionally, the board approved an equity subscription valued at up to 7.815 billion pesos by subsidiary Terra Nueva Inc. into Terra Solar Philippines Inc., which is majority-held by MGENR. This subscription covers common and Class “A” preferred shares priced at ₱50 and ₱75 each, respectively, pending standard lender approvals and clearance from partner Actis.
Should delays occur, the board authorized MGENR to make a direct funding injection of up to ₱1.8825 billion into Terra Solar.
Financially, MGENR reported a significant 96% drop in net losses to 24 million pesos during the first nine months ending September, compared to the same period last year. This recovery was largely propelled by Terra Solar, which generated ₱1.1 billion in nine-month core net income following the commercial launch of its initial phase in August.
Looking ahead, MGENR forecasts a full-year net income of ₱774 million for 2026, marking a major financial rebound from the ₱4.1 billion loss registered in 2025.