G.R. No. 171815 - Cemco Holdings, Inc. vs. National Life Insurance Co. of the Philippines, Inc.

Union Cement Corporation (UCC) is a publicly-listed company.
Union Cement Holdings Corporation (UCHC) is a non-listed company holding 60.51% of UCC shares.
Cemco Holdings, Inc. (Cemco), petitioner, owned 17.03% of UCC shares, including 9% shares in UCHC.
Majority shares of UCHC were held by Bacnotan Consolidated Industries, Inc. (BCI) with 21.31%, and Atlas Cement Corporation (ACC) with 29.69%.

On 5 July 2004, BCI informed the Philippine Stock Exchange (PSE) about the planned sale of BCI's 21.31% and ACC's 29.69% shares in UCHC to Cemco.
The acquisition would increase Cemco’s beneficial ownership in UCC to at least 53%, consisting of:

The PSE, via letter dated 15 July 2004, inquired whether the Tender Offer Rule under Rule 19 of the Securities Regulation Code (SRC) applies to Cemco's acquisition.
On 16 July 2004, the SEC Corporate Finance Department initially opined that the tender offer rule is not applicable but deferred the final decision to the SEC en banc.
The SEC en banc, on 27 July 2004, confirmed the acquisition was not covered by the tender offer rule.

On 28 July 2004, respondent National Life Insurance Company of the Philippines, minority stockholder of UCC, demanded Cemco comply with the mandatory tender offer rule.
Cemco refused.
On 5 August 2004, a Share Purchase Agreement was executed between ACC, BCI (sellers), and Cemco (buyer).
The transaction was consummated on 12 August 2004.
On 19 August 2004, respondent filed a complaint with the SEC to reverse the 27 July 2004 resolution, declare the purchase agreement void, and require Cemco to comply with the mandatory tender offer.
Other involved companies (Cemco, UCC, UCHC, BCI, ACC) were impleaded and all filed comments asserting that the tender offer rule applies only to direct acquisitions.

On 14 February 2005, the SEC reversed its previous ruling and held that Cemco’s acquisition was covered by the mandatory tender offer rule, ordering Cemco to make a tender offer for UCC shares to minority shareholders.
Cemco filed a petition with the Court of Appeals challenging the SEC’s jurisdiction and the applicability of the tender offer rule, including the retroactive application of the rule.
On 24 October 2005, the Court of Appeals affirmed the SEC decision, ruling the SEC has jurisdiction and that the tender offer requirement applies to Cemco’s indirect acquisition of UCC shares.
Cemco’s motion for reconsideration was denied on 6 March 2006.
The present petition for review under Rule 45 was filed by Cemco before the Supreme Court raising, inter alia, issues on:

Whether the SEC has jurisdiction to adjudicate the complaint and require Cemco to make a mandatory tender offer for UCC shares.

Whether the mandatory tender offer rule under the Securities Regulation Code applies to Cemco’s indirect acquisition of UCC shares through the purchase of shares in UCHC, a non-listed holding company.

Whether the SEC’s ruling applying the mandatory tender offer rule can be applied retroactively to Cemco’s transaction that was consummated upon the SEC’s prior favorable letter ruling.

Whether the SEC decision dated 14 February 2005 is incomplete and produces no effect.