Minority shareholders of Petron Corp. expressed concern that they are being left out in the cold when the company’s new majority owner, Ashmore, turned around to ink a deal with San Miguel Corp, which now has an indirect 50.1 percent stake in the giant oil refiner and retailer.

Several of Petron’s minority shareholders were asking why they are not being offered the same P6.85 price per Petron share that the diversified conglomerate San Miguel Corp is likely to pay. That price represents a 46 percent premium over Petron shares’ Friday close of P4.70.

“Whatever San Miguel paid to Ashmore should also be offered to minority shareholders,” lawyer Reynaldo Geronimo told abs-cbnnews.com/Newsbreak on behalf of several minority shareholders.

Aggregate shares of Petron’s minority shareholders have been whittled down to less than 10 percent after two local units of Ashmore, a London-based investment firm, amassed in different stages in 2008, up to 90.57 percent of Petron, one of the country’s largest companies.

The minority shareholders are taking an issue over an option agreement that San Miguel formalized this week with one of Ashmore’s two local units. The option agreement, which San Miguel is paying $10 million for, gave San Miguel the right to buy—not to directly buy—up to 50.1 percent of Petron within a 2 year period.

“That option of San Miguel is closer to ownership than to a mere option to buy the shares, and therefore, the minority shareholders of Petron should be offered the same terms,” Geronimo told abs-cbnnews.com/Newsbreak in a phone interview.

On record, San Miguel still has no direct stake in Petron. But Geronimo noted that the option agreement, which was not made public, could have provisions that, in effect, allow San Miguel to exercise the same rights that direct owners have.

Fueling that inkling is the Friday news that Petron held a special board meeting to elect 3 representatives of San Miguel into Petron’s 10-man board. Ramon Ang, San Miguel’s vice chairman and chief operating officer, also took over as the new board chairman of Petron, while 2 more San Miguel executives were assigned to key management posts.

Given these developments, Geronimo said the minority shareholders were alarmed that San Miguel could be hiding under the guise of an option agreement to skirt the tender offer rule.

A tender offer is an obligation imposed on a buyer of 35 percent or more stake in a listed company. For purchasing a considerable block in a public company, the buyer is required to offer the same purchase price and terms to all the stockholders.

The mandatory offer aims to prevent juicy deals among and between major stockholders, in the process discriminating minority shareholders who are excluded from the chance to also sell their investments at a premium.

Ashmore did just that in June to July last year. SEA Refinery Holdings B.V., Ashmore’s holding firm for some of its Petron shareholdings, made a tender offer to Petron’s other shareholders after it bought the first batch of Petron shares equivalent to 40 percent.

Several minority shareholders availed of SEA’s P6.531 per share tender offer. These transactions reduced the public’s share from 20 percent to the current less than 10 percent.

When asked if the election of new San Miguel representatives in Petron board could trigger another tender offer to the minority shareholders, Francis Lim, president of the Philippine Stock Exchange where some 9.4 million Petron shares are listed, passed the buck to the securities regulator.

In a text message to abs-cbnnews.com/Newsbreak, Lim said, “It’s for the [Securities and Exchange Commission] to determine whether the tender offer rule should apply after considering the peculiar facts of this particular case.”

Lim, however, said the stock exchange has yet to formally refer the case to the SEC.