COVER SHEET - 2Go
COVER SHEET - 2Go
COVER SHEET - 2Go
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C. OTHER MATTERS<br />
Item 8. MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS<br />
Investment in Supercat Fast Ferry Corporation<br />
In November 2010, the board of ATS approved a resolution to increase its investment in SFFC by<br />
350,000 common shares at a subscription price of P70 million thereby increasing its ownership from<br />
160,000 common shares to 510,000 common shares.<br />
SFFC is in the business of providing fast craft passenger services under the SuperCat brand name.<br />
Disposition of investments in ABOJEB, AJMSI, JMI and JMBVI<br />
In December 2010, the ATS’ board approved the sale of ATS’ 62.5% equity in Aboitiz Jebsen Bulk<br />
Transport Corporation, Aboitiz Jebsen Manpower Solutions, Inc. and Jebsen Maritime, Inc, to Aboitiz<br />
Equity Ventures, Inc. (AEV) for a total price of P 355,908,432. The companies are engaged in bulk<br />
transport, manning and crew management, and ship management.<br />
The board also approved the sale of the 50% interest of ATS in Jebsen Maritime (BVI) Limited, a<br />
chartering company, to Aboitiz & Company, Inc. (ACO) for P 44,000,000.<br />
The sale of ATS’ shareholdings in the Aboitiz Jebsen companies is in line with the sale of AEV’s and<br />
ACO’s respective shares in ATS. The said sale of AEV’s and ACO’s investments in ATS, however, does<br />
not include its interests in its joint venture companies with the Jebsen Group of Norway.<br />
Item 9. ACTION WITH RESPECT TO REPORTS<br />
The minutes of the last special stockholders’ meeting held on July 15, 2010 and the Annual Report of<br />
Management for the year ended December 31, 2010 will be submitted to the stockholders for their<br />
approval.<br />
Item 10. MATTERS NOT REQUIRED TO BE SUBMITTED<br />
All corporate actions to be taken up at the annual stockholders’ meeting this June 22, 2011 will be<br />
submitted to the stockholders of the Registrant for their approval in accordance with the requirements<br />
of the Corporation Code.<br />
Item 11. AMENDMENT OF O<br />
ARTICLES OF INCORPORATION AND BY-LAWS<br />
For approval of the stockholders this June 22, 2011 meeting is the resolution of the Board to amend<br />
the First Article of the Articles of Incorporation of the Company as follows (proposed amendment<br />
underscored):<br />
"FIRST: That the name of the corporation shall be<br />
ATS CONSOLIDATED (ATSC), INC.<br />
(formerly "Aboitiz Transport System (ATSC) Corporation")<br />
Doing business under the name and style of "ATS”, “2GO”, “2GO Together”, “SuperFerry", “SuperFerry<br />
Travel and Leisure”, and “Cebu Ferries”<br />
This amendment is in relation to the terms of the acquisition by NENACO of AEV’s and ACO’s<br />
shareholdings in ATS, wherein the Aboitiz family required NENACO, within a reasonable period, to<br />
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