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Tuna canner Alliance Select Foods International Inc. reported that it has reached a compromise agreement with its Singaporean minority shareholders and former board directors after more than 10 years of suits and countersuits being filed against each other.
In a disclosure to the Philippine Stock Exchange, ASFII said it entered into the agreement with shareholders Hedy S. C. Yap-Chua, Harvest All Investment Limited, Victory Fund Limited, Bondeast Private Limited, and the estate of Albert Hong Hin Kay.
It added that, the agreement to mutually desist from prosecuting their claims and counterclaims agaibst each other came after “serious deliberation and with neither party admitting any fault or liability of any kind or nature.”
The first of three cases (pending before the Supreme Court) dropped were those filed by Chua and Hong against George E. Sycip, Jonathan Y. Dee, Alvin Y. Dee, Ibarra A. Malonzo, and Avelino M. Sebastian Jr.
Another case (also pending before the SC) involved Harvest All, Victory Fund, Bondeast, and Hong as minority shareholders of ASFII against Sycip, Jonathan Dee, Raymund K.H. See, Marie Grace T. Vera-Cruz, Antonio C. Pacis, Erwin M. Elechicon, and Barbara Anne C. Migallos.
The third case was filed by Yap-Chua for herself and on behalf of Harvest All, Victory Fund, and Bondeast against ASFII pending before the Court of Appeals.
In 2014, Hong and Yap-Chua sought to declare the nullity of the ASFII board resolution to sell almost 500 million new shares to Strong Oak Inc.
Chua said key directors of Alliance Select are being accused of negligence to duty, for allegedly railroading fellow board members on the issuance of almost 500-million unissued shares to Strong Oak.
The complaint came on the heels of what was described by the Singaporean investors and petitioners as a “fly by night deal” that effectively handed Strong Oak the second largest stake in Alliance Select at 28.7 percent.
This came on top of two outstanding criminal complaints filed by shareholders from the Lion City, implicating a number of the tuna-canning company’s directors within its majority bloc—namely, George SyCip, Ibarra Malonzo, Jonathan Dee, and Alvin Dee.
Based on the latest complaint, Hong and Chua were given inadequate notice on Alliance Select’s issuance of shares to Strong Oak, and Chua was likewise steamrolled when she tried to raise due concerns on the entry of the third-party investor.
According to Hong and Chua, Alliance Select called a boardroom meeting to discuss an update on capital generation. Around an hour before it took place, both shareholders received an email containing an information pack on Strong Oak, which was the first time they ever heard of the potential investor.
The affidavit states that during the meeting, “when petitioner Chua began to ask two or three questions about the capital raising, she was abruptly cut by Jonathan Dee who immediately moved to approve the issuance of almost 500 million unissued shares, and to allow Strong Oak Inc. to subscribe to such shares.”
It continues, “And immediately, without any discussions and without allowing Petitioners [Dr. Hong and Chua] to comment, Respondents voted to approve.”
Chua said these constitute violations on boardroom protocols set by the Securities and Exchange Commission (SEC) and provisions underlined by the Philippine Code of Corporate Governance.
Strong Oak’s spokesman said it is an investment vehicle wholly owned by Seawood Resources, Inc. a multi-billion peso investment company headed by Grace Vera Cruz.
