Figaro Culinary Group, Inc. (FCG) is moving to voluntarily delist its shares from the Philippine Stock Exchange (PSE) — a company-initiated exit from public trading — with Figaro Coffee Systems, Inc. (FCSI) set to acquire shares held by minority shareholders via a tender offer.

In a regulatory filing on Thursday, FCG disclosed that it had received notice from FCSI of the planned P0.82-per-share tender offer and the accompanying delisting proposal.

The tender offer will cover FCG shares held by all shareholders other than Monde Nissin Corp., Carmetheus Holdings, Inc., and Camerton, Inc., along with the qualifying shares held by directors.

“The tender offer will be conducted at the price of P0.82 per share,” FCG said.

FCSI plans to finance the tender offer through a senior secured term loan facility from China Banking Corp., according to the filing.

FCG’s board has approved the proposed voluntary delisting, but the plan remains conditional on shareholder approval, completion of the tender offer, and FCSI, together with the company’s majority shareholders, reaching at least 95% of outstanding common shares — a threshold in line with the PSE’s requirements for voluntary delisting. Shareholders will vote on the proposal at a special meeting scheduled for Nov. 13.

COL Financial Group Research Analyst Denise Joaquin noted that a completed delisting would bring FCG’s run as a publicly listed company to a close roughly four years after its initial public offering (IPO) in 2022.

“Tendering shareholders would still get a premium to market price and a slight premium to the company’s reported book value. The P0.82/sh tender offer price represents a 22.4% premium to FCG’s last traded price of P0.67/sh and is also around 14% above its latest book value of approximately P0.72/sh as of March 2026,” Ms. Joaquin said in a Viber message.

She also noted FCG’s ongoing corporate restructuring, including the separation of Angel’s Pizza into a wholly owned subsidiary, and said a delisting give the group greater flexibility to pursue further restructuring without the requirements tied to public listing.

For minority holders, the vote and the tender offer present a practical decision: tendering shareholders would exit at the P0.82 offer price, while those who decline would be left holding shares in a company no longer traded on the exchange.

FCG is engaged in food processing, manufacturing, and packaging, as well as restaurant and food-service operations. Through FCSI, the group operates and franchises the Figaro Coffee, Angel’s Pizza, Tien Ma’s, and Koobideh Kebabs brands.

Alongside the disclosure, FCG requested a voluntary trading suspension of its common shares for Oct. 8. — Alexandria Grace C. Magno