Ang Pahayagan

Board votes unanimously to convert two-decade-old investment dispute into equity; delinquency auction of JV China shares set for March 25

SUBIC BAY FREEPORT ZONE — Subic Bay Marine Exploratorium, Inc. (SBMEI), the Subic Bay-based marine tourism company that operates Ocean Adventure, Camayan Beach Resort, Adventure Beach Waterpark, and Adventure Cove, announced Wednesday the signing of a Compromise Agreement with HS Equities, Ltd. by converting the full PHP 239,562,101.24 in claims into equity.

The agreement, signed by SBMEI President and Chief Executive Officer Robert Ianne Gonzaga and HS Equities President Virginia Dio last March 13, 2026, brings to a close an investment dispute that had persisted for more than two decades, tracing back to HS Equities’ original investment of US$2.15 million in the company between 2001 and 2002.

The settlement was approved unanimously by the incumbent SBMEI Board of Directors at a Special Board Meeting held on February 27, 2026. All five incumbent directors voted in favor: Board Chairperson Susan L. Dudley, President and CEO Robert Ianne Gonzaga, Director Eric Montandon, Director Gail Laule, and Director Terry Nichoson. No dissenting or abstaining vote was recorded.

Under the Compromise Agreement, the full PHP 239,562,101.24 settlement amount will be converted into SBMEI shares.

“This is a turning point in SBMEI’s history. What was done to Ms. Dio should never have happened,” Gonzaga said. “She believed in this company before most of us were even part of it. We owed her this. And this is just a natural progression of what came before, and how we are going to shape the future. We faced a pandemic, survived it, got our lease back, and today we settled what we owed her. All of it. And it was never just about money.”

The Compromise Agreement also cancels all contractual agreements with entities linked to the company’s previous leadership, including Ilanin West Limited, Active Environments Inc., and Stonefly Holdings.

The settlement marks the third major milestone of Gonzaga’s administration, which began in December 2017 when he became the first Filipino to serve as SBMEI’s chief executive.

After succeeding one of the founders as President and CEO, Gonzaga had to deal with the impact of the COVID-19 pandemic, which forced the closure of all four SBMEI properties. The company survived despite this early challenge that leveled other tourism operators, and under Gonzaga’s watch, SBMEI renegotiated its relationship with the Subic Bay Metropolitan Authority, securing the reinstatement of its lease after years of conflict with the agency that had left the company’s operating future in question.

The HS Equities settlement and the auction of JVC’s delinquent shares now close the third front: the resolution of a shareholder claim that had cast a shadow over SBMEI’s balance sheet and its ability to attract fresh capital.

“My sweat and blood are in this company,” Dio said at the signing. “I did not come here today to ask for money. I came to make sure the truth comes out and to move this company forward. To the current management, to the staff, to this community — I am not here to be a constraint. I am here to support you. Now you can dream.”

Not all of SBMEI’s shareholders have demonstrated the same commitment to the company’s future.

JV China Corporation, which has a substantial stake in SBMEI and has been a shareholder of record for decades, has failed to pay its outstanding stock subscription amounting to PHP 32.5 million. Despite repeated demands, JV China has not delivered payment.

In accordance with the Revised Corporation Code of the Philippines, SBMEI has scheduled a delinquency sale of JV China’s unpaid shares on March 25, 2026. Under the law, the shares will be sold at public auction to the highest bidder willing to pay the full amount of the subscription liability plus accrued interest and costs. HS Equities has been identified as a party with the right to apply a portion of its settlement toward a winning bid at the auction, should it choose to participate.

Against this backdrop of hard-won institutional progress, remnants of SBMEI’s dysfunctional leadership have returned.

Timothy J. Desmond, the American national and former SBMEI chief executive who was convicted of falsification and perjury in separate Philippine court proceedings and served time in different Philippine jails before his recent release, has not accepted the conclusion of his hold on the company quietly.

Upon his release, Desmond has mounted what the SBMEI board characterizes as an unlawful campaign to reassert control over the company, operating through a set of proxy figures who have sent letters to SBMEI demanding that management and board positions be surrendered to them. Desmond’s direct interest in SBMEI represents approximately only one percent of the company’s outstanding shares. Though he holds a larger interest through JVC, he does not represent JVC, and he is locked in litigation in Florida against his fellow JVC shareholders there.

The proxies, identified as Eva Ragadio, Roiben Baun, and Alayson Macapagal, purported to convene an Annual Stockholders Meeting on February 13, 2026 and claimed to have elected a new board of directors.

The SBMEI board has declared that meeting void on multiple grounds, including but not limited to the lack of a valid JVC proxy or legal standing for any of the persons fielded by Desmond, and a pending case before the Securities and Exchange Commission, SEC Case No. 03-25-622, which remains pending before the SEC. (PR)