MerryMart shareholders are being asked to choose before the lights are fully on. The SEC and PSE should not let that pass.
In a well-functioning market, a tender offer should sharpen a shareholder’s choice. Sell, hold, or demand more. In MerryMart Consumer Corp.’s case, the choice has instead become oddly murky. DoubleDragon Corp. is offering to acquire MM shares at ₱0.48 apiece, half in cash and half in newly issued DoubleDragon shares valued at ₱9.30 each, after agreeing to buy a 35% block from Injap Investments Inc. and launching a mandatory tender offer for the remaining 65% of MM shares. The tender offer period runs from May 18 to June 16, 2026, with settlement scheduled for June 24, 2026.
Yet as shareholders weigh whether to tender, the most basic instruments of judgment appear to be missing. As of this writing, PSE EDGE’s financial reports page shows MerryMart’s latest annual figures as fiscal year ended December 31, 2024, while its latest quarterly financial table is for the period ended September 30, 2025. The PSE disclosure list also shows that on May 18, 2026, MM filed a request for extension to file SEC Form 17-A and a request for extension to file SEC Form 17-Q—the annual report and quarterly report forms shareholders would reasonably expect before deciding on a control-changing tender offer.
This is not a clerical quibble. A tender offer is a moment of forced reflection. Shareholders must decide whether to accept a price, reject it, or stay exposed to the company after a major change in control. But they are being asked to do so without the company’s 2025 Annual Report and without its Q1 2026 report. The latest annual report found in PSE EDGE search results is the 2024 Annual Report, filed in 2025, and the current PSE financial reports snapshot still shows annual data only through December 31, 2024.
That matters because MerryMart’s condition has changed materially since the euphoric days after its IPO. The company listed in 2020 at ₱1.00 per share, selling 1.594bn primary shares and raising around ₱1.6bn gross for expansion. Its shares later became a pandemic-era story stock, briefly trading near the ₱8 level in early 2021 before collapsing. A tender offer at ₱0.48 crystallizes a loss of more than half for IPO buyers and roughly 94% for investors who bought near the peak.
The fairness opinion tries to supply some discipline. FTI Consulting valued MM at ₱0.34–₱0.56 per share using discounted cash flow analysis, with VWAP as a cross-check at ₱0.46–₱0.72 per share; the report concluded that the ₱0.48 tender price and the 50% cash/50% DD-share consideration are fair from a financial point of view. But fairness opinions are not a substitute for current issuer reporting. The same tender materials show MM’s figures for the last 12 months through March 31, 2025: ₱7.66bn in revenue, ₱483.37m in EBITDA, and ₱84.18m in net income, for a thin 1.10% net margin. Those figures are now historical, and investors deserve to know what happened in the rest of 2025 and in the first quarter of 2026 before tendering.
The valuation itself leans heavily on management information and projections. FTI’s report states that it relied on financial and non-financial information provided by DD and MM management, did not perform an audit or review, and expressed no assurance on the reliability of financial statements or forecasts. That is not unusual for a fairness opinion. But when audited annual numbers and fresh quarterly results are absent, those limitations become more serious. Investors are not merely assessing a price; they are assessing it while peering through a valuation document built in part on management forecasts and unaudited assumptions.
The transaction also has a related-party flavor. The tender report states that Injap Investments Inc. owns about 79% of MerryMart and about 35.18% of DoubleDragon, while several directors and officers overlap between DD and MM, including Edgar J. Sia II, Ferdinand J. Sia, Marriana H. Yulo, Gary P. Cheng, Jose Roelph Desales, and Jacqueline Anne Marie Gomez. Again, overlap is not misconduct. But related-party optics demand higher, not lower, disclosure discipline—especially when minority shareholders are being invited to sell into a transaction priced far below the IPO price and dramatically below the speculative peak.
For minority shareholders, the consideration is also not plain cash. Half of the offer is in DD shares, described in the tender materials as previously unissued and currently unlisted common shares. That means tendering shareholders are not simply exiting MM at ₱0.48; they are accepting ₱0.24 in cash and a partly illiquid share-based component whose realized value depends on the future trading and listing status of DD shares. The decision, therefore, requires up-to-date information not only about MM but also about the quality of the consideration being received.
The PSE and SEC should intervene—not necessarily to block the deal, but to make the market whole before shareholders must decide. At a minimum, regulators should require MM to file its 2025 Annual Report and Q1 2026 report before the tender offer expires, or require the tender period to be extended for a meaningful period after those reports are released. The regulatory goal should be simple: no shareholder should have to tender into a control transaction without current audited annual information and current interim results.
Regulators should also require a supplemental tender-offer disclosure once the delayed reports are filed. Such a supplement should explain whether the new financials affect the fairness opinion, the DCF assumptions, the valuation range, MM’s net debt, margins, working capital, store count, related-party balances, and any material changes after March 31, 2025. The PSE financial reports page shows MM had ₱14.84bn in total assets and ₱10.45bn in total liabilities at end-2024, while the tender materials cite ₱15.49bn in assets and ₱11.09bn in liabilities as of March 31, 2025; shareholders need the next reporting periods to see whether leverage, profitability, or liquidity has improved or deteriorated.
A temporary trading halt or tender-offer suspension may also be justified if the reports remain unavailable as the deadline approaches. Tender offers compress time. Delay can benefit the bidder if uncertainty nudges shareholders toward accepting a modest exit. The PSE’s own disclosure list shows MM requested extensions to file both the annual and quarterly reports on May 18, 2026, the same date the tender offer period commenced. That coincidence should trouble regulators. The market should not be asked to make a tender decision first and receive the financial statements later.
The issue is bigger than MerryMart. Philippine equities suffer when minority shareholders suspect that disclosure deadlines are flexible but tender deadlines are not. A market cannot ask investors to trust fairness opinions, related-party transactions, and share-based consideration while tolerating stale issuer financials. Disclosure is not paperwork; it is investor protection in its most basic form.
The remedy is straightforward. File the reports. Update the tender materials. Give shareholders time to digest the information. If necessary, pause the clock. MerryMart investors have already endured the long journey from IPO optimism to tender-offer reality. They should not be forced to take the final step blind.
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Disclaimer: This is for informational purposes and is not investment advice. Figures are taken from company disclosures and exchange data; valuation ratios include the author’s calculations based on cited inputs.
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