A bitter corporate battle within the Lopez family has escalated dramatically, with majority shareholders alleging that two controversial "poison pill" provisions could force the transfer of critical energy assets at a massive discount, potentially costing shareholders billions.
In a statement released on Monday, the majority bloc led by Eugenio "Gabby" Lopez III claimed that if Federico "Piki" Lopez is removed from his positions as chair and CEO of First Gen Corp., two specific clauses would be triggered. These clauses would allow Prime Infrastructure Capital Inc. to acquire First Gen's remaining stakes in its gas and hydropower businesses at a 25% discount.
"It protects Piki from losing his job and at the same time, if the pill is triggered, benefits only Prime Infra. The shareholders of First Gen are thrown under the bus. So, who is Piki working for?" the majority group stated.
The financial implications are staggering. According to the majority's calculations, the discounted acquisition of the hydropower assets—where First Gen had previously agreed to a P62 billion deal after reducing an initial P75 billion offer—could result in losses of approximately P16 billion. Similarly, acquiring the remaining 40% stake in the gas business at a 25% discount could cost about P8 billion. Combined, these provisions threaten a total loss of roughly P24 billion for First Gen shareholders while granting Prime Infra full ownership of both vital energy portfolios.
The majority shareholders described these arrangements as "egregious self-dealing provisions" that were allegedly made "in secrecy" and without proper consultation with shareholders. They have raised serious questions about whether the deal received appropriate board and independent director approval and whether disclosures to the Philippine Stock Exchange were sufficient and timely.
This controversy marks the latest chapter in a prolonged family feud that has spilled into courtrooms and corporate boardrooms. The conflict intensified in February when the majority bloc voted to remove Piki Lopez as president and CEO of Lopez Inc. for cause and loss of trust, though a subsequent court order has temporarily blocked that removal, creating an ongoing leadership stalemate.
The majority claims these poison pill provisions only came to light publicly after they raised the alarm, despite being disclosed to the exchange months earlier. The situation continues to unfold as shareholders seek clarity and legal battles persist, putting substantial corporate value and control of key Philippine energy infrastructure at risk.