14:34 (GMT +7) - Tuesday 21/05/2019


PHI Group to acquire 51% of Saigon Pho Palace

Released at: 14:31, 19/10/2018

PHI Group to acquire 51% of Saigon Pho Palace

Photo: Saigon Pho Palace

PHI to pay for transaction with Preferred Stock or a promissory note that may be convertible into shares of a subsidiary.

by Linh San

The PHI Group, Inc., a diversified US holding company focused on mergers and acquisitions and investments in select industries and special situations, has announced it has signed an agreement to acquire a 51 per cent equity interest in the Saigon Pho Palace JSC (SGP) and plans to pay for the transaction with Preferred Stock of the PHI Group or a promissory note that may be convertible into shares of a subsidiary of the company.

Under the agreement, SGP, its majority shareholder(s), and PHI will enter into a stock swap agreement to exchange 51 per cent of SGP’s stock for Preferred Stock of the PHI Group or for a promissory note that may be convertible into shares of a PHI Group’s subsidiary that will be set up as the holding company for the acquisition.

“We are delighted to partner with SGP’s talented, professional and responsive leaders and look forward to bringing about substantial benefits for both companies in the near future,” said Mr. Henry Fahman, Chairman and CEO of the PHI Group.

“We are very pleased to collaborate with the PHI Group to access international capital markets to further our growth and expansion,” said Mr. Quy Minh Le, Chairman and General Director of SGP. “We strongly believe that with proper financial resources we would be able to capture 20-30 per cent of this $8 billion market segment in the next five to seven years and create very significant value for our shareholders.”

The amount of Preferred Stock of the PHI Group or the value of the convertible note to be issued for the exchange of the equity interest in SGP will be based on the results of a valuation of SGP’s business by a professional, independent appraisal firm. SGP will also engage a PCAOB-registered accounting firm to audit its financial statements and expects to provide information about its historical operating results according to Generally Accepted Accounting Principles (GAAP) within 60 days.

PHI will form a wholly-owned subsidiary as the special purpose vehicle to hold the majority interest in SGP and, subject to meeting all necessary compliance requirements, file a registration statement with the US Securities and Exchange Commission to take this subsidiary public in the US stock market in the future to create a platform for SGP’s growth and expansion.

SGP has an excellent track record in the field of hospitality, construction and real estate investment and is currently developing a number of prominent projects in Ho Chi Minh City and other locations in Vietnam. It has been successfully operating a chain of restaurants that cater to wedding banquets and convention events and plans to build 35 more restaurants of this type by 2025.

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