SBMEI says Ocean Adventure, Camayan Beach takeover backed by court order

The takeover of Ocean Adventure and Camayan Beach Resort in Subic Bay Freeport Zone was carried out by armed men on the strength of a court order, Subic Bay Marine Exploratium Inc. (SBMEI), the owner and operator of the two establishments, said on Friday.

"The removal of Arthur Tai as CEO of SBMEI was lawfully carried out under the direction of the majority shareholders on February 13," SBMEI said in a statement.

Tai has claimed that the takeover, led by SBMEI stockholder Scott Sharpe, was illegal.

As the new CEO of SBMEI, Sharpe requested the presence of the Philippine National Police (PNP) during the takeover to assure "the peaceful enforcement of a court order," according to the statement.

The court order enforced by Sharpe was based the revocation of voting trust agreements (VTA) in favor of Tai, Robert Gonzaga, SBMEI director for Corporate Communications, told GMA News Online on Friday.

Breach of trust

The majority shareholders of the company removed Tai from his position due to breach of trust and confidence, Gonzaga said.

According to court documents provided by Gonzaga, the Olangapo City Regional Trial Court, Branch 72, issued an order on November 8, 2016 declining to grant a status quo ante order in the case filed by the company.

"The grant of the status quo ante order is tantamount to declaring that the revocation of the subject voting trust agreements (VTAs) is invalid, hence, this court refused to do," the order read.

Sharpe and Tai, as well as SBMEI stockholders Gail E. Laule and JV China Inc., were respondents to the case.

The intention of the VTAs were for Tai to be appointed as president and CEO of SBMEI.

Conflict of interest

In September 2016, Laule, Sharpe and JV China filed a petition to cancel their respective VTAs. The three shareholders hold a combined stake equivalent to 70.8603 percent of the total outstanding capital stock of in SBMEI

The majority shareholders were prompted to file for a revocation of the VTAs after supposedly having "discovered that Arthur Tai had 'engaged in conflict of interest as being a self-dealing director'," according to Sharpe's testimony.

As to the controversial takeover of Ocean Adventure and Camayan Beach Resort , SBMEI claimed in its statement the PNP assessed the situation and offered to assist based on the belief that "Tai was capable of perpetrating harm and would likely attempt to obstruct the owners from exercising their lawful rights."

"In addition to the police, we have also asked various law enforcement authorities of the Philippines to conduct a thorough investigation into the many illegal acts that Mr. Tai has perpetrated during his administration of the company and those that are coming to light as the days go by," the statement read.

Litany of misinformation

The company also claimed "... that the change of control was uneventful and no injuries were sustained by any parties," contrary to earlier allegations of the Tai faction that employees were maltreated.

SBMEI also alleged that "high-ranking employees," acting on orders from Tai, were spreading a "litany of misinformation and blatant lies" to disrupt the daily operations of the company.

"They have also been trying to put the reputation of the majority shareowners in a negative light, while threatening rank and file employees who are merely doing their jobs that he will fire them," it said.

"This kind of reckless behavior is proof that Mr. Tai is hell bent on sacrificing the livelihood of SBMEI employees just to wreak havoc on the company that he professes to care deeply about in his public statements," it added. — VDS, GMA News