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Lopez majority asks SEC, PSE to probe First Gen's concealed provisions in Prime Infra deal

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ABS-CBN News

MANILA - The Lopez family majority on Wednesday said the Securities and Exchange Commission and the Philippine Stock Exchange should look into the First Gen Corp deals and several concealed &quot;poison pills&quot; or provisions embedded in its deal with Enrique Razon&#x27;s Prime Infrastructure.The two poison pills that were earlier called as self-serving and disadvantageous were only disclosed 6 months and 2 months late, which is &quot;a clear violation of stock market rules meant to protect the investing public by giving them full, fair, accurate, and timely information,&quot; the majority said in a statement.&quot;The Securities and Exchange Commission and the Philippine Stock Exchange should conduct an investigation and ask First Gen to explain why it did not disclose the poison pills when they disclosed the two transactions in November last year and in February this year,&quot; the statement said.  First Gen&#x27;s deal with Prime comes with a change in management clause, which, when triggered upon the removal of Piki Lopez and designee, could lead to Prime Infra&#x27;s right to buy remaining First Gen shares in its gas and hydro projects at 25 percent discounts.In November, Prime Infrastructure bought 60 percent of the gas assets of First Gen for P50 billion. In February, First Gen bought 40 percent of Prime&#x27;s hydropower business for P75 billion but the stake was reduced to 33 percent shortly after.The Lopez majority said these amounts are significant, amounting to roughly a third or so of the market capitalization of First Gen and would affect shareholder dividends and eventually share prices if triggered, &quot;that they should have been cleared with them, not just the board.&quot; &quot;First Gen only admitted the existence of the poison pills when the majority exposed it and the Philippine Stock Exchange asked for a clarification. In its reply, First Gen said the November 2025 poison pill would only come into play if the February 2026 pill is triggered,&quot; the majority said. In addition, the Lopez majority said that the November poison pill saw a non-existent future transaction at that time, which raises more questions: 1. If the November pill would cost First Gen P8 billion, why did Piki hide it from his shareholders? Was it because he could not explain that a poison pill in a non-existent agreement would trigger the November pill, meaning Piki’s pill would go back in time and have a retroactive effect? 2. Was there really a poison pill in November? Or was it an afterthought, an insertion? 3. Did the company fully inform the board and its independent directors about these, especially since the two would cost First Gen and ultimately its shareholders P24 billion in penalties? 4. If the board did approve, why didn’t its members call out management for not disclosing it ten minutes after the deal was done, as PSE rules required? And why not when the two deals were disclosed without any mention of them? &quot;The secretive management style of Federico “Piki” Lopez, who heads First Gen and professes to be an apostle of transparency, should stop if the market is to be protected,&quot; the family statement said. “Since First Gen is always on the shorter end of the bargain and Prime always gets the upside, we keep asking Piki: who are you working for?” The majority said they have asked for a copy of the investment deals to find out the details of the transactions but to no avail. In March, the majority ousted Piki as president and CEO of Lopez Inc in a 5-2 board vote due to loss of trust and confidence. He obtained a court order blocking his ouster. First Gen earlier said it only enters into contracts that are approved by its board of directors. It also observes stockholders&#x27; rights to equal access to material information to avoid premature and selective disclosures. It added that the mentioned clauses were requested by its partners and are proof of their confidence in the leadership of Piki Lopez. Lopez Inc. is the parent firm of ABS-CBN.

The Lopez family majority on Wednesday said the Securities and Exchange Commission and the Philippine Stock Exchange should look into the First Gen Corp deals and several concealed "poison pills" or provisions embedded in its deal with Enrique Razon's Prime Infrastructure.

The Lopez family majority on Wednesday said the Securities and Exchange Commission and the Philippine Stock Exchange should look into the First Gen Corp deals and several concealed "poison pills" or provisions embedded in its deal with Enrique Razon's Prime Infrastructure.

Lopez majority asks SEC, PSE to investigate First Gen's concealed provisions in Prime Infra deal

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Lopez majority asks SEC, PSE to investigate First Gen's concealed provisions in Prime Infra deal

ABS-CBN News

Published April 22, 2026 01:57 PM PHT

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Updated April 22, 2026 02:01 PM PHT

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Lopez Inc. First Gen

Piki Lopez

Prime Infra

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