Universal Robina Corp. (URC) has secured clearance from the Philippine Competition Commission (PCC) for its proposed sale of a 21% stake in instant noodle maker Nissin Universal Robina Corp. (NURC) to Nissin Foods Asia Co. Ltd. (NFA), securing the antitrust approval that paves the way for control of the three-decade-old joint venture to pass to its Japanese partner.

"The company duly received the PCC certification dated Aug. 25 clearing the transaction," URC said in a disclosure on Thursday.

The PCC is the Philippines' national antitrust authority, responsible for reviewing mergers and acquisitions under the country's competition law.

The cleared sale covers 39.69 million NURC shares. Upon completion of the transaction, NFA's ownership in NURC will increase to 70% from 49%, while URC's stake will decline to 30% from 51%, the company said. The rebalancing converts NURC from a URC-majority venture into a Nissin-controlled subsidiary, while keeping URC on as a 30% partner in a business it co-founded in 1994.

URC said the transaction is scheduled for Jan. 7, 2027 and will be carried out through a direct sale of shares.

The purchase price has yet to be finalized and is expected to be determined by December 2026, the company said. The consideration will be established using two valuation methods: a discounted cash flow approach with a terminal value based on the Gordon Growth method, and enterprise value-to-earnings before interest, taxes, depreciation, and amortization (EBITDA) multiples. The December 2026 valuation and the January 2027 closing are the remaining milestones before the ownership change takes effect.

NURC, established in 1994, is a joint venture between URC and NFA that manufactures and sells instant noodles in the Philippines. URC, one of the country's largest food and beverage producers, is part of the Gokongwei-led JG Summit group, with a portfolio spanning snacks, beverages, and convenience foods. NFA belongs to Japan's Nissin Foods group, which is credited with pioneering instant noodles. The transaction deepens the Nissin group's foothold in the Philippines, where instant noodles remain a household staple.

Following the transaction, NFA will consolidate NURC in its financial statements, while URC will account for its remaining 30% interest using the equity method in accordance with applicable local financial reporting standards. Under that treatment, URC will recognize its proportional share of NURC's earnings in its own results rather than consolidating the venture's revenue and expenses line by line.

"This change in financial presentation does not affect the business operation and is expected to continue without disruption during and after the transition," URC said.

At the local bourse on Thursday, URC shares fell 1.64% to close at P60 apiece.

Reported by Alexandria Grace C. Magno for BusinessWorld.

Source: BusinessWorld