Ramon Ang negotiated in bad faith, says GMA’s Gozon

MANILA, Philippines (UPDATED) – It was business tycoon Ramon S. Ang who backed out of the protracted talks with GMA Network and acted in bad faith, GMA Network Incorporate chairman and CEO Felipe L. Gozon said Wednesday, August 5.

In a statement two days after Ang filed a syndicated estafa complaint against him and his group for allegedly swindling him of P1 billion ($21.87 million) to buy shares in the TV network, the Gozon group insisted that “it did not defraud Mr. Ramon S. Ang.” 

Ang accused Gozon and 9 other GMA stockholders of committing syndicated estafa. The crime is a non-bailable offense.The talks between both sides collapsed in June.

Ang said in his complaint that the Gozons never returned his P1-billion downpayment for his planned purchase of 34% of GMA7’s shares – despite an agreement stipulating a return of the money should negotiations eventually fail.

In response, the Gozon group said: “The P1 billion remains in the custody of Atty. Gozon and has been deposited with a reputable universal bank, to answer for the damages that the Gozon Group has sustained by reason of Ang’s violation of his obligation to negotiate in good faith, to execute and conclude the transaction documents, and close the transaction pursuant to the term sheet dated June 23, 2014 among the parties.”

The basis? The Gozon Group’s right of retention under the term sheet, and the Civil Code of the Philippines.

The Gozon group said it decided to keep the money as a consequence of Ang’s violations.

Ang withdraws

On February 26, 2014, before the term sheet was signed by the parties on June 23, 2014, Ang issued Gozon a manager’s check for P1 billion, which the latter accepted.

In a letter dated on the same date, Ang confirmed that the money was paid as downpayment for the transaction and the acceptance of the term sheet, the Gozon group said in the statement.

Ang “freely signed” the term sheet on June 23, 2014, the Gozon group added.

The tycoon’s lawyers and financial advisers then conducted due diligence on the company for several months, and negotiated each and every provision in the share purchase agreement (SPA).

The statement recalled that in December 2014 and January this year, Gozon requested for a face-to-face meeting with Ang to thresh out the remaining issues that the parties’ advisers could not agree on, “but Mr. Ang did not accept the request.”

On February 27, 2015, Ang’s advisers sent their proposals on all the remaining open issues on the SPA.

But in an email on March 20, 2015, Ang informed the Gozon Group and the Jimenez Group that the funding support for him had been withdrawn – citing the long-drawn negotiations – and that he needed to reassess the transaction.

“Mr. Ang informed them in an email on March 26, 2015 that he will not proceed with the transaction raising certain issues about the company and called their attention to his email of March 20, 2015 on the withdrawal of the funding support to him,” the group stated.

In deference to Jimenez’s request that he first clarify the issue with Ang, the Gozon Group and the Jimenez Group did not immediately reply to Ang’s March 26, 2015 email.

In several meetings among the Gozon Group, Jimenez Group (Joel Marcelo Jimenez), and Duavit Group (Gilberto Duavit, Jr.), in the presence of their financial and legal advisers, they discussed the legal consequences of Ang’s unilateral decision not to proceed with the transaction as well as the remedies available to them, the Gozon group statement read.

The Jimenez group and Duavit group waived their rights over the downpayment, and did not want to participate in any dispute over the money, the statement said.

“Atty. Gozon understands their special relationships with Mr. Ang,” the statement read.

And in making the decision to retain the downpayment, Gozon did not consult with the other members of the Gozon Group.

“The said other members had no participation in the said decision,” the statement stressed.

Downpayment intact

But the P1-billion downpayment is intact and has not been used, the Gozon group said.

“The Gozon Group has the right to retain it to answer for its claims for damages against Mr. Ang, among others for opportunity loss, pursuant to law and the term sheet, as Mr. Ang prevented the transaction from conclusion and closing, by his unilateral decision not to proceed with the transaction and his imposition of new conditions after the purchase contract was perfected on March 21, 2015,” the statement said.

“As there is a valid and just reason for the retention of the downpayment, there is no estafa,” it stressed.

Ang spared other GMA major stockholders in the complaint, such as Menardo R. Jimenez Sr. of the Jimenez group and Gilberto R. Duavit Jr. for the Duavit group, because he said both parties indicated their intention to return the downpayment.

Gozon’s camp also said they have not yet received Ang’s complaint as reported in the newspapers and broadcast media. (READ: Ramon Ang slaps GMA’s Gozon with estafa complaint)

It added that it did not solicit funds from the public, particularly any investment from Manuel V. Pangilinan of Metro Pacific Group of Companies, or from Ang himself or they do not offer to sell their shares to the general public. Ang argued that prior to GMA’s transaction with him, Gozon group also sought investments from other people, most prominently Pangilinan.

Ang: Gozon reinforces estafa complaint

Asked for comment, Ang said Wednesday that unwittingly by his own admission, Gozon has reinforced his complaint for syndicated estafa.

First, Ang said Gozon received the P1-billion for the Gozon group and in trust for Duavit and Jimenez groups. “Yet, notwithstanding the directive of the Duavit and the Jimenez groups, he still refuses to return the money or any portion thereof and instead appropriated the entire P1 billion all for his own and for the Gozon group.”

Second, while the money is in the bank, the bank account is under his name. “Thus, the money is still under his full control to the exclusion of everybody else. That is appropriation as well,” Ang argued.

Third, Ang said that retaining a refundable downpayment after the non-consummation of a transaction “is the essence of estafa by misappropriation as stated in my complaint.”

And fourth, Ang said that Gozon claimed to have received the P1-billion downpayment on behalf of the Gozon group. “Yet in the same breath, he’s denying that he’s keeping the same for the benefit of the group,” Ang said.

The businessman added that Gozon’s statement seeking justification for his actions was expected.

“That’s expected but the matters he raised are matters best left to appreciation by a judge at the time of trial,” Ang said in his email response.

The Department of Justice, where the syndicated estafa case versus the Gozon group was filed by Ang, is expected to form a panel to look into the merits of the case and whether it can stand in court. – Rappler.com

$1 = P45.72