Twin First Gen ‘poison pills’ could mean P24-B loss, says Lopez majority

The majority shareholders of Lopez Inc. alleged that two “poison pill” provisions tied to First Gen Corp. could hand control of key energy assets to Prime Infrastructure Capital Inc. at a steep discount.

In a statement on Monday, the majority said the provisions would kick in if Federico “Piki” Lopez were removed as chair and CEO. They would allow Prime Infra to fully acquire First Gen’s gas and hydropower businesses at a 25-percent discount, translating to losses of about P24 billion.

This marks an escalation in the long-running Lopez family feud, where the majority bloc led by Eugenio “Gabby” Lopez III has been seeking to oust Piki. This has triggered court battles and governance disputes across the group’s listed firms.

The majority claimed that these “poison pills” were disclosed to the Philippine Stock Exchange only months later and surfaced publicly only after they flagged the issue.

“It protects Piki from losing his job and at the same time, if the pill is triggered, benefits only Prime Infra. The shareholders of First Gen are thrown under the bus. So, who is Piki working for?” the group said.

Under the first provision, Prime Infra may acquire First Gen’s remaining stake in the hydropower business at a 25-percent discount.

First Gen earlier agreed to buy into these assets for about P62 billion after reducing its initial P75-billion deal. The discount could cost roughly P16 billion and result in full ownership by Prime Infra.

The second provision allows Prime Infra to purchase First Gen’s remaining 40-percent stake in its gas business—also at a 25-percent discount—costing about P8 billion and similarly resulting in full ownership.

The majority described these as “egregious self-dealing provisions” that penalize First Gen if Piki were unseated.

Also, the majority said shareholders were not consulted on such a material transaction. They are now seeking clarity on whether the deal secured proper board and independent director approval, and whether disclosures were sufficient.

The group further alleged that the arrangements were made “in secrecy,” arguing that substantial shareholder value was put at risk.

The dispute traces back to a February board vote, where the majority removed Piki as president and CEO of Lopez Inc. for cause and loss of trust. However, a court order has since blocked the move, prolonging the leadership standoff.

The latest claims add pressure on governance practices within the Lopez group, particularly as First Gen sits on major energy investments with long-term implications.