The Manila regional trial court ordered the existing shareholders of 2GO Group Inc. to recognize Udenna Corp. as an investor in the publicly listed logistics company.
Udenna is a company owned by Phoenix Petroleum Philippines Inc. chief executive Dennis Uy which bought 100 percent of KGL Investments B.V., which has a stake in 2GO. KGLI BV was later renamed Udenna Investments BV.
The court, in resolving to direct the parties to proceed to arbitration, issued an order dated Nov. 28 asking Negros Holdings Management Corp. and KGLI-NM Holdings Inc. to estop from questioning Udenna’s standing to arbitrate.
“In other words, NHMC and KGLI-NM cannot contest Udenna’s personality as a party to the agreement and shareholder of KGLI-NM, and thus, indirectly, an investor and shareholder in KGLI-NM’s subsidiaries, which includes 2GO,” Udenna said.
KGLI-NM is a holding company that owns majority of 2GO’s parent company, Negros Navigation Co., which is identified with the Tagud family.
Udenna filed a complaint in October this year seeking to be recognized as shareholder of KGLI-NM on the basis of a shareholders’ agreement between Udenna and NHMC.
NHMC and KGLI-NM argued for the dismissal of the case as the parties should instead resolve their dispute through arbitration following the arbitration clause in their agreement. Udenna claimed that NHMC and KGLI-NM could not insist on referral of the case to arbitration while contesting Udenna’s privity to the agreement.
The court still directed the parties to arbitration but pointed out that with NHMC and KGLI-NM invoking the arbitration clauses contained in the agreement, they are estopped from questioning Udenna’s standing to arbitrate that in effect upholds Udenna’s standing as shareholder.
Prior to the exercise of the call option, KGLI BV (now Udenna Investments) already owned about
40 percent of the voting stock and 80 percent beneficial interest in KGLI-NM.
KGLI-NM, on the other hand, has 60 percent of the voting stock and 40 percent beneficial interest in Nenaco, which in turn owns 88 percent of 2Go Group.
Udenna Investments indirectly has 21 percent voting and 28 percent beneficial interests in 2Go.