Yes. The proposed acquisition by MR, Inc. subject to the mandatory Tender Offer Rule.

Tender Offer is a bid by a third party to acquire a substantial percentage of a company’s

stock, generally at a price above the market price, for the purpose of taking over the company.
The tender offer rule gives minority shareholders the chance to exit a public company by selling
their shares at the same price (usually at a premium) as those of the majority or controlling
shareholders in case they are not comfortable with the new shareholder or group of shareholders
taking over their company.

Under Sec. 19 of Securities and Regulation Code on the provision of Tender Offers, Any
person or group of persons acting in concert who intends to acquire at least fifteen per cent
(15%) of any class of any equity security of a listed corporation or of any class of any equity
security of a corporation with assets of at least Fifty Million Pesos (P50,000,000.00) and having
two hundred (200) or more stockholders with at least one hundred (100) shares each or who
intends to acquire at least thirty per cent (30%) of such equity over a period of twelve (12)
months shall make a tender offer to stockholders by filing with the Commission a declaration to
that effect; and furnish the issuer, a statement containing such of the information required in
Section 17 of this Code as the Commission may prescribe.

The Supreme Court ruled in the case of Cemco v. National Life Insurance that the
mandatory tender offer rule applies to both direct and indirect acquisition, holding that the
legislative intent of Section 19 of the SRC is to regulate activities relating to the acquisition of
control of a public company. Whatever may be the method by which control of the company is
obtained, either through the direct purchase of its stocks or through an indirect means, mandatory
tender offer applies.

In this case, the proposal of MR Inc. to acquire the share of AC Inc. and GB Inc. to have
a direct control over TD and indirect control of MC has clearly shown that MR is covered by
Tender Offer Rule. The proposal of MR may only result to an indirect control of MC Inc.
However, the Tender Offer Rule applies to both direct and indirect acquisition.

Therefore, proposed acquisition by MR, Inc. subject to the mandatory Tender Offer Rule
 The majority vote of its board of directors and by the vote or written assent of the stockholders
representing at least two thirds of the subscribed capital stock of the corporation is prescribed under the
Corporation Law for the purpose of AMENDMENT OF ARTICLES OF INCORPORATION.

Under Section 16 of the Corporation Code, unless otherwise prescribed by this Code or by special
law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be
amended by a majority vote of the board of directors or trustees and the vote or written assent of the
stockholders representing at least two-thirds (2/3) of the outstanding capital stock, without prejudice to
the appraisal right of dissenting stockholders in accordance with the provisions of this Code, or the vote
or written assent of at least two-thirds (2/3) of the members if it be a non-stock corporation.
 Yes. This case involves the Securities and Exchange Commission. Bitcoin as a security
must be under the authority of Securities and Exchange Commission.

According to Investopedia, Bitcoin is a digital currency created in 2009. Bitcoin offers

the promise of lower transaction fees than traditional online payment mechanisms and is
operated by a decentralized authority, unlike government-issued currencies. There are no
physical bitcoins, only balances kept on a public ledger in the cloud, that – along with all Bitcoin
transactions – is verified by a massive amount of computing power. Bitcoins are not issued or
backed by any banks or governments, nor are individual bitcoins valuable as a commodity.
Despite it’s not being legal tender, Bitcoin charts high on popularity, and has triggered the launch
of other virtual currencies collectively referred to as Altcoins.

Under section 3.1 of Securities and Regulation Code, “securities” are shares,
participation or interests in a corporation or in a commercial enterprise or profit-making venture
and evidenced by a certificate, contract, instrument, whether written or electronic in character.

Since Bitcoin being a virtual currency considered as a security defined by law is subject
to the provisions of the Securities Regulation Code.