Comunicados de Prensa

30 April 2026

GAM Alternatives investment managers say Robinsons Retail Holdings tender offer significantly undervalues the company

This communication relates solely to investment activity undertaken as part of GAM Alternatives. Activist engagement is undertaken by the portfolio managers in pursuit of stated investment objectives. It should not be interpreted as a statement of corporate policy or opinion by GAM Investments. This communication is not directed at and is not intended for distribution to or use by any person in the United States or any U.S. Person as defined under Regulation S of the U.S. Securities Act of 1933.

Albert Saporta and Randel Freeman urge shareholders to vote against JE Holdings’ tender offer unless the price is increased by at least 75%

On 24 April 2026, Albert Saporta and Randel Freeman, co-CIOs of GAM Alternatives, published an open letter to Robina Y Pe Gokongwei, Chairman of Robinsons Retail Holdings, Inc. (PSE: RRHI), arguing that the tender offer by JE Holdings significantly undervalues the company and urging shareholders to vote against the proposal unless the offer price is materially increased.

The letter sets out a detailed valuation analysis arguing that Robinsons is significantly undervalued at the proposed tender price. The investment managers note that the value of Robinsons’ 6.5% stake in the Bank of the Philippine Islands (“BPI”) alone is worth approximately PHP 33.8 per share, almost 70% of the takeover price. Adjusted for the BPI holding, the offer values the core retail business at only c. 20% of 2027e sales and 2.0x 2027e EBITDA (based on Bloomberg consensus forecasts), approximately one third of the multiples at which Philippine peers Puregold, Philippines Seven and Wilcon Depot currently trade. The investment managers further highlight that shareholders who bought at the 2013 IPO are being offered a total return of only 11% including dividends, despite revenues having more than tripled and net income more than doubled over the period. The letter concludes that the offer is opportunistic and calls on shareholders to vote no at the 12 May shareholder meeting unless the tender offer price is increased by at least 75%.

Albert Saporta and Randel Freeman, who have over 70 years of combined experience in global event-driven and special situations investing, have an established track record of activist engagement that has unlocked trapped value and protected shareholder interests. Recent campaigns include an open letter to Liontrust Asset Management calling for an immediate strategic review, and a petition for provisional injunction filed in the Shizuoka District Court to halt the proposed share consolidation of Yutaka Giken following two open letters to Yutaka Giken and Honda Motor.

The full open letter to the Chairman of Robinsons Retail Holdings, Inc., dated 24 April 2026, follows below:

Open letter April 24, 2026

Dear Mrs Pe Gokongwei

We are the managers of the GAM Emerging Markets Equity, GAM Global Special Situations and GAM Global Opportunities funds and have been shareholders in Robinsons Retail Holdings, Inc. (“Robinsons”) before JE Holdings’ tender offer was announced. As value-orientated investors we were attracted by the very large discount Robinsons had been trading at compared to what we considered to be fair value. As active participants in the Philippine market for several decades we were not surprised that Robinsons received a takeover offer by its controlling shareholder given its extreme undervaluation but were very disappointed by the opportunistic timing and the low premium offered to minority shareholders.

For perspective, the value of Robinsons’ 6.5% stake in the Bank of the Philippine Islands (“BPI”) alone is worth PHP 33.8 / share or almost 70% of the takeover price. While the takeover itself is at near record low valuations (see chart below), the valuations are even more ridiculously low when adjusted for the holding in BPI. We calculate the takeover multiples of 20% of 2027e sales and 2.0x 2027e EBITDA (based on Bloomberg consensus forecasts) for the core retail business.

While we recognize that a small part of the BPI stake is not readily monetizable (about 1.1%), taking the value of the stake in BPI is obviously key in valuing Robinsons Retail and it has to be taken into consideration. There are not many listed companies in the Philippines in Robinsons’ peer group but Puregold, Philippines Seven and Wilcon Depot are all trading a 4-5x EBITDA. While this would “optically seem” to be in line with what is being offered, it is about a third of what could be expected when adjusting for the stake in BPI.

The offer appears particularly opportunistic, taking advantage of low liquidity and a poor governance discount, given that Robinsons has done relatively well in terms of its business fundamentals. Since the IPO in 2013, revenues will have more than tripled by the end of 2026 and net income will have more than doubled. In the meantime, Robinsons was IPOed in 2013 at PHP 58/share. And even when adjusting for dividends paid since the IPO, those shareholders who bought the shares at the IPO are being offered a total return of only 11% leading to the PE contraction that can be seen in the chart above (PER is the red line). The average consensus EPS for 2026 and 2027 is 5.7/sh and 6.5/sh thereby valuing Robinsons’ retail business ex-BPI at less than 2x 2027 Earnings.

Other key point of reference: Robinsons was even willing to buy back c. 23% of their own shares in May 2025 from DFI Retail for PHP 50 share, a 36% premium to the prior day close in May 2025 vs. a 24% premium being paid in the current transaction for delisting the entire company and with a significant EPS recovery in the works.

In our view, Robinsons’ valuation de-rating has been driven by a history of poor capital allocation decisions, ROE dilutive investments and weak alignment between management and minority shareholders – the cumulative ownership of the key officers (including the CEO) is 49,000 shares! In addition, Robinsons holds a huge number of treasury shares on its balance sheet (315m / 22.7% of total) from the May 2025 DFI share buyback which were unexplainably never cancelled.

We feel many of these issues could have been addressed through stronger corporate governance initiatives such as higher payouts, better capital discipline, rationalization of loss-making businesses, treasury share cancellation and proper management alignment with shareholders. If this minority buyout is a way to solve all these issues at once, we would gladly embrace this transaction, provided fair value is being paid.

We would strongly encourage such a prominent Filipino family as Gokongwei’s to set a higher standard of corporate governance and do the right thing for minority shareholders, especially considering their large portfolio of other holdings across the Philippines. Making a coercive and derisory offer to Robinsons’ minority shareholders will certainly dent and perhaps permanently impair shareholders’ confidence within the family’s other listed companies (JG Summit, Universal Robina, Cebu Pacific Air, Robinsons Land, etc.) This type of behavior could intensify the already negative corporate governance sentiment prevalent in the Philippines which has struggled both in terms of stock market performance and liquidity in recent years compared to its ASEAN peers

Fortunately for minority shareholders, the offer is contingent on no more than 10% of shareholders voting against the deal. We would strongly encourage minority shareholders to voice their disappointment with the terms of this delisting proposal and vote no to this derisory offer at or before the upcoming shareholder vote on May 12, unless the tender offer price is significantly increased, in our view by at least 75%.

Looking forward to hearing from you,

Best regards,

About GAM Alternatives

GAM Alternatives is the multi-strategy alternatives unit of GAM Investments and includes the event-driven and special situations investment group spanning global markets. It invests long and short in securities of companies, intra and across markets and within complex corporate capital structures, which are often undergoing significant corporate change.

GAM Alternatives is led by Albert Saporta and Randel Freeman, two of the pioneers in global event-driven and special situations investing with over 70 years combined experience.

About GAM

GAM is an independent investment manager that is listed in Switzerland. It is an active, independent global asset manager that delivers distinctive and differentiated investment solutions for its clients across its Investment and Wealth Management Businesses. Its purpose is to protect and enhance its clients’ financial future. It attracts and empowers the brightest minds to provide investment leadership, innovation and a positive impact on society and the environment. Total assets under management were CHF 12.5 billion as of 31 December 2025. GAM has global distribution with offices in 15 countries and is geographically diverse with clients in almost every continent. Headquartered in Zurich, GAM Investments was founded in 1983 and its registered office is at Hardstrasse 201, Zurich 8005, Switzerland.

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Other Important Information

This press release is issued in respect of investment activity undertaken as part of the GAM Alternatives for information purposes only. It does not constitute investment advice, an offer, or a solicitation to buy or sell any security. Views expressed are those of the investment managers as at the date of publication and are subject to change. References to specific securities or transactions are for illustrative purposes only and do not constitute a recommendation. Past performance is not a reliable indicator of future results.

This communication is not directed at and is not intended for distribution to or use by any person in the United States or any U.S. Person as defined under Regulation S of the U.S. Securities Act of 1933, as amended. Nothing in this communication constitutes an offer to sell, or a solicitation of an offer to buy, any security or interest in any investment vehicle, fund or strategy in any jurisdiction in which such an offer or solicitation would be unlawful.

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