DITO VALUE BARED

Listed Dito CME has a per-share value of 1.4944 using the net asset value (NAV) computation and volume-weighted average price (VWAP) valued at P6.2654 per share, according to the valuation of the company’s financial assets that Multinational Bancorporation (MIB) prepared

To value Dito CME using the NAV method, MIB referred to its latest unaudited interim financial statements dated Sept. 30, 2020, but did not make any adjustments to the Assets of Dito CME, as these are deemed recoverable and net of any adjustments.

Also, the liabilities were retained as these are fully recognized as existing obligations of the Company. MIB’s NAV computation resulted in a per-share value of PHP 1.4944.

Since Dito CME is a listed company with regular trading activity, MIB said it also considered its market price as one of our valuation methods.

Furthermore, MIB obtained from Bloomberg the volume-weighted average share price per day for October, and further weighted these prices by their corresponding trading volume. This resulted in a valuation of PHP 6.2654 per share, the company added.

UCME is not an operating company and its assets will primarily be composed of its 89% interest in Dito Holdings. Similarly, Dito Holdings also does not have any actual operations aside from its planned 60.07% ownership in Dito Tel before the share swap.

Due to the absence of actual business operations of both UCME and Dito Holdings, MIB needed to value Dito Tel to establish the value of UCME.

MIB’s valuations were the offshoots of its fairness opinion on the terms of a planned share swap transaction between Udenna Corporation (“Udenna”) and Dito CME.

In the share swap transaction, Dito CME will issue 11,200,000,000 common shares at an issue price of Php 6.11 per share in favor of Udenna, in exchange for 10,000,000 shares of Udenna Communications Media and Entertainment Holdings Corp. (“UCME” or “Udenna CME”).

This will translate to an actual swap ratio of 1,120:1, or 1,120 Dito CME shares for every share of UCME. This fairness opinion report is issued to render our opinion on the swap ratio to be used in the share swap transaction, MIB said.

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