San Miguel Food and Beverage

San Miguel Food and Beverage, Inc. is a Philippine food and beverage company and a subsidiary of San Miguel Corporation. Headquartered in Pasig, Metro Manila, it combines the former San Miguel food business with the group's beer and spirits operations. The company is the corporate successor to Pure Foods Corporation and San Miguel Pure Foods Company, Inc., and is one of the largest integrated food and beverage businesses in the Philippines. The business began on October 31, 1956, when Pure Foods Corporation was incorporated to manufacture processed meats sold under the Purefoods brand. Its original incorporators were Joseph Henry Ng, Manuel Fong, Ismael Mathay Jr., Lee Ngan, Pablo Cutaoco, Gregorio Tung, and Miguel Ortigas. Ayala Corporation acquired a substantial interest in 1965 and obtained majority control in 1981. San Miguel Corporation acquired Pure Foods from Ayala in 2001 and consolidated its broader food operations into the company. The resulting business was renamed San Miguel Pure Foods Company, Inc. Under San Miguel Pure Foods, the group developed an integrated value chain covering animal breeding, contract growing, poultry and livestock production, meat processing, food manufacturing, distribution, and marketing. Its portfolio expanded beyond processed meats into refrigerated, canned, and ready-to-cook products; poultry, pork, and beef; ice cream; butter; cheese; margarine; cooking oils and fats; flour; coffee; and animal and aquatic feeds. The group also operated or invested in businesses associated with meat retailing, dairy, grain handling, snacks, and international food production. In the early 2010s, the company was described as the Philippines' leading poultry producer, with a reported market share exceeding 40% at that time and a large proportion of sales linked to poultry, feeds, meats, branded food businesses, processed meats, coffee, dairy, and flour. A major transformation occurred in 2017 and 2018. San Miguel Corporation announced a share-swap transaction under which San Miguel Pure Foods would acquire San Miguel Brewery and Ginebra San Miguel shares held by the parent group. The transaction, announced with a stated value of approximately US$6.6 billion, was designed to bring the group's food, beer, and spirits businesses into a single listed company. Shareholders approved the transaction and related amendments to the articles of incorporation in January 2018. The Philippine Securities and Exchange Commission approved the corporate-name change in March 2018, and the company adopted the San Miguel Food and Beverage name. Its Philippine Stock Exchange ticker changed to FB effective April 5, 2018. Today, the company operates as a diversified food and beverage house rather than a single-product manufacturer. Its food platform includes San Miguel Foods and related businesses, while the beverage platform includes San Miguel Brewery, Ginebra San Miguel, and associated international brewing operations. Its competitive model combines agricultural sourcing and production with branded consumer products, manufacturing, logistics, and nationwide distribution. The company also has international subsidiaries and investments in markets including Vietnam and Indonesia. San Miguel Food and Beverage is distinct from San Miguel Corporation itself: the former is the listed food-and-beverage subsidiary, while the latter is the broader Philippine conglomerate and controlling parent.

San Miguel Food and Beverage traces its corporate history to Pure Foods Corporation, incorporated in the Philippines on October 31, 1956. The company was established as a processed-meat manufacturer and marketed products under the Purefoods name. Its listed incorporators were Joseph Henry Ng, Manuel Fong, Ismael Mathay Jr., Lee Ngan, Pablo Cutaoco, Gregorio Tung, and Miguel Ortigas. Ayala Corporation acquired a substantial shareholding in 1965 and later gained majority control in 1981. In 2001, San Miguel Corporation acquired Pure Foods from Ayala. San Miguel then placed its wider food operations under the acquired company and renamed it San Miguel Pure Foods Company, Inc. This stage marked the development of the business from a processed-meat company into an integrated food platform. The expanded food business covered breeding, contract growing, poultry and livestock production, meat processing, distribution, and consumer marketing. Its activities included chicken, pork, and beef; refrigerated, canned, and ready-to-cook meat products; ice cream; butter; cheese; margarine; oils and fats; flour; coffee; and animal and aquatic feeds. The group also built a network of subsidiaries, joint ventures, manufacturing companies, grain facilities, retail outlets, and international operations. Businesses associated with the platform included San Miguel Foods, The Purefoods-Hormel Company, Monterey Meatshop, Magnolia, San Miguel Mills, Golden Bay Grain Terminal, San Miguel Super Coffeemix, San Miguel Foods International, and food subsidiaries in Vietnam and Indonesia. San Miguel Pure Foods was reported in the early 2010s to be the Philippines' leading poultry producer. Its operations were characterized by vertical integration, with control or participation across production, processing, branding, and distribution. The company served both household consumers and institutional or industrial customers through branded food products, ingredients, feeds, and agricultural businesses. In November 2017, San Miguel Corporation announced a major restructuring. San Miguel Pure Foods would acquire shares in San Miguel Brewery and Ginebra San Miguel from the parent company through a share swap reported at approximately US$6.6 billion. The proposal sought to combine the group's food, beer, and spirits operations in one listed corporate vehicle. The transaction also contemplated the possibility of selling as much as 30 percent of the enlarged company to foreign investors to support future investment, although the reference material does not establish the final outcome of that proposed placement. Shareholders approved the transaction and changes to the articles of incorporation at a special meeting on January 18, 2018. On March 23, 2018, the Philippine Securities and Exchange Commission approved the corporate-name change to San Miguel Food and Beverage, Inc. The company's Philippine Stock Exchange symbol changed from its prior food-company identity to FB effective April 5, 2018. Following the reorganization, San Miguel Food and Beverage became the listed food-and-beverage arm of San Miguel Corporation. Its portfolio combined the food platform with San Miguel Brewery and Ginebra San Miguel, giving it exposure to agricultural commodities, packaged food, beer, and distilled spirits. The company remains distinct from its parent, San Miguel Corporation, which continues to function as the broader conglomerate and controlling shareholder.

1. 2018Shareholders approve the consolidation

   Shareholders approved the transaction and related amendments to the articles of incorporation on January 18.

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2. 2018San Miguel Food and Beverage name takes effect

   The Philippine Securities and Exchange Commission approved the new name in March, and the Philippine Stock Exchange ticker changed to FB on April 5.

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3. 2017Beverage-business consolidation is announced

   San Miguel Corporation announced the planned transfer of San Miguel Brewery and Ginebra San Miguel shares into San Miguel Pure Foods through a share swap.

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4. 2001San Miguel Corporation acquires Pure Foods

   San Miguel Corporation acquired Pure Foods from Ayala and consolidated its food operations into the company, which became San Miguel Pure Foods Company, Inc.

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5. 1981Ayala Corporation gains majority control

   Ayala Corporation obtained majority control of Pure Foods Corporation.

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6. 1965Ayala Corporation acquires a substantial interest

   Ayala Corporation acquired a substantial shareholding in Pure Foods Corporation.

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7. 1956Pure Foods Corporation is incorporated

   Pure Foods Corporation was incorporated on October 31 to manufacture processed meats marketed under the Purefoods brand.

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An integrated Philippine food and beverage group spanning agricultural production, food processing, branded consumer foods, beer, and spirits. Its positioning rests on scale, vertical integration, broad distribution, and a portfolio of established Philippine consumer brands.

• PurefoodsProcessed meats1956

  The original processed-meat brand associated with the company's formation. Its product scope is linked to refrigerated, canned, and ready-to-cook meat products within the San Miguel food portfolio.

• San Miguel FoodsIntegrated food and agricultural products

  The group's broad food platform covering poultry, pork, beef, processed meats, food ingredients, flour, coffee, dairy-related products, cooking fats, and animal and aquatic feeds. Its activities extend from breeding and contract growing through processing, branding, and distribution.

• MagnoliaDairy, frozen, and prepared foods

  A San Miguel food business associated with products including ice cream and dairy items, as well as other consumer food categories within the Philippine portfolio.

• San Miguel BreweryBeer

  The brewing business consolidated into San Miguel Food and Beverage in the 2017–2018 restructuring. It provides the company's beer portfolio and related brewing operations in the Philippines and international markets.

• Ginebra San MiguelDistilled spirits

  The spirits business transferred into the combined food-and-beverage company through the same share-swap transaction that brought San Miguel Brewery into the corporate structure.

• 2017Consolidation of San Miguel's food and beverage businessesM&A

  San Miguel Corporation sought to combine its food, brewing, and spirits operations under one listed company. The transaction involved the transfer of San Miguel Brewery and Ginebra San Miguel shares to San Miguel Pure Foods.

  What changed. The company announced a share swap reported at approximately US$6.6 billion and proposed renaming San Miguel Pure Foods as San Miguel Food and Beverage. Shareholders later approved the transaction and charter amendments.

  Aftermath. The Philippine Securities and Exchange Commission approved the new corporate name in March 2018, and the company began trading under the PSE ticker FB on April 5, 2018.

  Reported value of share-swap transaction. (2017 announcement)

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• 2018Shareholders approve the food, beer, and spirits consolidation

  At a special stockholders' meeting, shareholders approved amendments to the company's articles of incorporation and the share-swap transaction supporting the consolidation.

  M&A
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• 2018Corporate name changed to San Miguel Food and Beverage

  The Philippine Securities and Exchange Commission approved the company's new corporate name and related charter amendments. The Philippine Stock Exchange ticker subsequently changed to FB.

  Leadership change
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• 2017San Miguel Corporation announces consolidation of beverage businesses into San Miguel Pure Foods

  San Miguel Corporation announced a share-swap transaction intended to transfer its interests in San Miguel Brewery and Ginebra San Miguel into San Miguel Pure Foods Company, creating a combined listed food and beverage company.

  M&A
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1. San Miguel Food and Beverage