First Gen minority shareholder seeks clarity on Prime Infrastructure deals

Upgrade to High-Speed Internet for only ₱1499/month!

Enjoy up to 100 Mbps fiber broadband, perfect for browsing, streaming, and gaming.

Visit Suniway.ph to learn

May 27, 2026 | 12:00am

MANILA, Philippines — A minority shareholder of First Gen Corp. is seeking clarity over the company’s sale transactions with Prime Infrastructure Capital Inc., expressing concerns over the controversial “poison pills” included in the deals.

In a letter sent to First Gen’s board of directors dated May 22, minority shareholder Joseph Alvin Tan has asked for board meeting minutes involving the sale of assets to Prime Infra and related contractual provisions.

“It has come to our attention that the terms of these agreements embed not one but multiple ‘key man’ or ‘change of control’ clauses, each structured to impose severe financial penalties upon First Gen and the broader Lopez group in the event of the removal or replacement of the current chief executive officer of First Gen, who simultaneously serves as chief executive officer of Lopez Holdings, First Gen’s ultimate listed parent,” he said.

Tan requested First Gen’s board provide, within 10 business days of receipt of the letter, copies of the complete minutes of all board and committee meetings at which the transaction with Prime as presented, deliberated upon or approved.

He said the request is being made in his capacity as a shareholder exercising rights that are recognized and protected under the Revised Corporation Code of the Philippines.

“Our objective at this stage is simply to exercise our lawful right to be informed,” Tan said.

“We remain open to engaging constructively with the board and management should they wish to provide context or clarification in advance of or alongside the requested documentation. However, should our request not be met within the timeframe stated, we will have no alternative but to consider al remedies available to us under applicable law and regulation,” he said.

Among the concerns raised by Tan is on the adequacy of disclosure.

“We wish to ascertain whether the full terms of the agreement — including the provision — were disclosed to the board in their entirety prior to approval. A contingent liability of this magnitude, tied to a governance event of this nature, would in our assessment plainly satisfy any reasonable materiality threshold,” he said.

“Assuming the board was fully informed, we further wish to ascertain whether it exercised its duties of care, diligence and loyalty consistent with the standards required under the Revised Corporation Code,” Tan said.

The shareholder seeks to understand whether the board adequately assessed the risk that the provision imposes on First Gen’ shareholders, including its cascading financial impact on Lopez Holdings and its publicly listed parent entities.

He also wanted to know whether alternative structures were considered that could have achieved the commercial objectives of the transaction without prejudicing shareholder rights.

“Given that the provision appears, on its face, to be linked to the personal tenure of an individual who simultaneously serves as CEO of First Gen and of its parent company Lopez Holdings, we wish to ascertain whether the transaction was properly assessed for related-party characteristics, and if so, whether it was subjected to the independent review, related-party transaction committee vetting and disclosure standards required under applicable SEC regulations and the company’s own corporate governance framework,” Tan said.