Figaro Culinary Group, Inc. (FCG) intends to voluntarily delist its shares from the Philippine Stock Exchange (PSE) — that is, to exit public trading at the company's initiative — with Figaro Coffee Systems, Inc. (FCSI) set to acquire shares held by minority shareholders through a tender offer.

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

The tender offer will cover FCG shares owned by all shareholders except Monde Nissin Corp., Carmetheus Holdings, Inc., and Camerton, Inc., as well as the qualifying shares of directors.

"The tender offer will be conducted at the price of P0.82 per share," FCG stated.

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

FCG's board of directors has approved the proposed voluntary delisting, but the plan remains contingent on shareholder approval, the completion of the tender offer, and FCSI jointly with the company's majority shareholders reaching at least 95% of outstanding common shares — a threshold that meets PSE requirements for voluntary delisting. Shareholders will vote on the proposal at a special meeting scheduled for November 13.

Research analyst at COL Financial Group Denise Joaquin noted that the completed delisting would end FCG's relatively short tenure as a public company approximately four years after its initial public offering (IPO) in 2022.

"Shareholders participating in the offer will still receive a premium to the market price and a slight premium to the company's stated book value. The tender offer price of P0.82 per share represents a 22.4% premium to FCG's last trading price of P0.67 per share and is approximately 14% above the latest book value of approximately P0.72 per share as of March 2026," Ms. Joaquin stated in a Viber message.

She also pointed to FCG's ongoing corporate restructuring, including the separation of Angel's Pizza into a wholly owned subsidiary, and noted that delisting would give the group greater flexibility for further restructuring without the obligations associated with being a public company.

For minority shareholders, the vote and the tender offer represent a practical choice: those who participate in the offer will exit at the price of P0.82, while those who refuse will be left with shares in a company that is no longer traded on the exchange.

FCG is engaged in food processing, manufacturing, and packaging, as well as managing restaurants and food service operations. Through FCSI, the group operates and franchises brands such as Figaro Coffee, Angel's Pizza, Tien Ma's, and Koobideh Kebabs.\nAlongside the disclosure, FCG requested a voluntary suspension of trading of its common shares for October 8. — Alexandria Grace C. Magno