METRO PACIFIC Tollways Corp. (MPTC) expects its merger with San Miguel Corp. to be completed by the third quarter, with negotiations moving into the valuation stage and San Miguel likely to emerge with a majority stake in the combined tollway business.
“We are at the valuation stage, but we know we will really land 45:55 in their favor,” MPTC Chairman Manuel V. Pangilinan told reporters on the sidelines of PLDT, Inc.’s annual stockholders meeting on Tuesday. “I am sure San Miguel will flex to arrive at that.”
The proposed transaction will combine the country’s two biggest toll road operators, creating a dominant player in the domestic tollway sector.
Mr. Pangilinan said discussions are progressing and that the latest structure covers only Philippine assets.
“[We are just waiting] for the valuation. This does not include our Indonesian assets. This will only include our domestic [assets],” he added.
The exclusion of overseas operations means MPTC’s investments in Indonesia and Vietnam will remain outside the merger.
MPTC, the tollway unit of Metro Pacific Investments Corp. (MPIC), resumed merger discussions with San Miguel last year after earlier postponing talks while focusing on debt reduction.
In November 2025, MPIC said it was reviewing several options for MPTC, including the sale of up to a 30% stake in the tollway company, as part of efforts to lower debt and prepare for both the merger and a potential initial public offering.
MPIC has said it is considering two private placement transactions to help cut MPTC’s debt burden, which stood at about P200 billion as of 2025.
MPTC’s international operations include tollway investments in Indonesia and Vietnam. Its Vietnam business is held through affiliate CII Bridges and Roads Investment JSC.
In Indonesia, MPTC and its units, together with Singapore sovereign wealth fund GIC Pte. Ltd., completed a $1-billion investment in 2024 to acquire a 35% stake in PT Jasamarga Transjawa Tol, one of the country’s biggest toll road operators.
PT Jasamarga Transjawa Tol operates a 676-kilometer section of the Trans-Java Toll Road, which serves about 700,000 to 800,000 vehicles daily.
San Miguel stocks rose 20 centavos to close at P67.50 each.
MPTC is the tollway arm of Metro Pacific Investments Corp., one of the Philippine units of Hong Kong-based First Pacific Co. Ltd., alongside Philex Mining Corp. and PLDT.
Hastings Holdings, Inc., a unit of PLDT Beneficial Trust Fund subsidiary MediaQuest Holdings, Inc., holds a majority stake in BusinessWorld through the Philippine Star Group, which it controls. — A.E.O. Jose
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