Bank of Philippine Islands : Mergers and Consolidations
December 23, 2021 at 02:27 am EST
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SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C
CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported) Dec 22, 20212. SEC Identification Number PW-1213. BIR Tax Identification No. 000-438-366-0004. Exact name of issuer as specified in its charter Bank of the Philippine Islands5. Province, country or other jurisdiction of incorporation Manila, Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office Ayala North Exchange Tower 1, Ayala Avenue cor. Salcedo st., Legaspi Village, Makati City (current business address)Postal Code12298. Issuer's telephone number, including area code 8246-5902 (CorpSec Off)/ 8246-5860 (IR)9. Former name or former address, if changed since last report -10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common
4,513,128,255
11. Indicate the item numbers reported herein -
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Bank of the Philippine IslandsBPI
PSE Disclosure Form 4-23 - Mergers and Consolidations References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules
Subject of the Disclosure
Securities and Exchange Commission's Approval of the BPI and BPI Family Savings Bank Merger
Background/Description of the Disclosure
The Board of Directors of BPI in its meeting held on 20 January 2021, approved the merger of BFSB and BPI, with BPI as the surviving entity, subject to shareholders' and regulatory approvals. BFSB is a wholly owned thrift bank subsidiary of BPI.
Subsequently, the following approvals of the merger were secured:
By stockholders representing at least 2/3 of the outstanding common shares on April 22, 2021.
By the Philippine Deposit Insurance Corporation (PDIC) on July 6, 2021, subject to conditions.
By the Monetary Board of the Bangko Sentral ng Pilipinas (BSP) on September 30, 2021.
The Securities and Exchange Commission also issued a Certificate of Filing of the Articles and Plan of Merger on December 21, 2021.
Date of Approval by Board of Directors
Jan 20, 2021
Date of Approval by Stockholders
Apr 22, 2021
Other Relevant Regulatory Agency, if applicable
Bangko Sentral ng Pilipinas (BSP)
Date of Approval by Relevant Regulatory Agency
Sep 30, 2021
Date of Approval by Securities and Exchange Commission
Dec 21, 2021
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
The merger of BPI and BFSB will create considerable value to the customers, employees and shareholders of the two entities. The customers of the combined BPI and BFSB will have access to all the products, via all the digital and physical channels, of both entities. The employees of the merged entity will have the ability to work across a larger, more varied bank; and potential synergies will create shareholder value.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any
The transaction is an upstream merger of BFSB to BPI effective upon later of (a) issuance of SEC of a Certificate of Merger or (b) January 1, 2022. BFSB is 100% owned by BPI. Since it is not listed, the basis of the exchange will be the net asset value of BFSB as of December 31, 2020 and the price of BPI shares as of December 29, 2020.
The merger was approved by BPI Board of Directors on January 20, 2021.
The merger was approved by stockholders representing at least 2/3 of the outstanding common shares on April 22, 2021.
The merger was approved by PDIC on July 6, 2021, subject to conditions.
The merger was approved by the Monetary Board of BSP on September 30, 2021
The Securities and Exchange Commission issued a Certificate of Filing of the Articles and Plan of Merger on December 21, 2021
Identities of the parties to the transaction
Name
Nature of Business
Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
BPI Family Savings Bank
A thrift bank
100% subsidiary of BPI
Terms and conditions of the transaction
Plan of merger
The Plan of Merger between the Bank of the Philippine Islands (BPI) and BPI Family Savings Bank Inc (BFSBI) was approved by the Board on February 24, 2021, and by stockholders representing at least 2/3 of the total outstanding shares on April 22, 2021.
Highlights of the Plan of Merger:
1) The Merger shall become effective upon the later of (a) the issuance of the SEC of the Certificate of Merger or (b) January 1, 2022
2) BPI and BFSBI shall become a single corporation, with BPI as the surviving corporation
3) At and after the effective date, all rights, privileges, immunities, franchises and powers of BFSBI shall be deemed transferred to and possessed by BPI
4) All assets, properties, liabilities and obligations of BFSBI as of effective date shall be transferred to BPI
5) Prior to the effective date, BPI and BFSBI shall conduct their respective businesses in substantially the same manner as previously conducted and shall continue to preserve said business as a going concern. The Plan of Merger is attached.
Highlights of the Articles of Merger:
1) The board of directors of both BPI and BFSBI approved the merger on February 24 2021
2) At the annual meeting of stockholders of BPI held on April 22 2021, the stockholders owning or representing at least 2/3 of the outstanding capital stock of BPI voted and approved the Plan of Merger.
3) At a special meeting of stockholders of BFBSI held on April 21 2021, the stockholders owning or representing at least 2/3 of the outstanding capital stock of BFBSI voted and approved the Plan of Merger. The Articles of Merger is attached.
Ratio of exchange of shares
Since BFSBI is not listed and is a 100% subsidiary of BPI, the basis of the exchange is BFSB's Net Asset Value as of December 31, 2020 and BPI share prices as of December 29, 2020.
The procedure for determining the number of BPI shares that will be issued pursuant to the merger shall be determined using the Net Asset Value of BFSBI as of 31 December 2020 as reflected in the Audited Financial Statements and BPI's share price as of 29 December 2020 as follows:
BFSB Net Asset Value (NAV) as of Dec 31, 2020
BPI Shares to be issued = -----------------------------------------------------------------
BPI Share Price as of Dec 29, 2020
Basis upon which the exchange ratio was determined
The basis of the exchange is BFSB's net asset value as of December 31, 2020 and BPI share prices as of December 29, 2020
Number of shares subject of the merger
Shares to be issued pursuant to the Plan of Merger:
BFB NAV as of December 31, 2020 - 33,042,684,129.72
BFB Share Price as of December 29, 2020 - 81.35
Shares to be issued - 406,179,276 on the effective date of the merger, January 01, 2022. BPI's investment in the subsidiary account will be cancelled and treasury account will be recognized.for the newly issued shares. The shares are considered issued but are not outstanding and not considered in the computation of public float.
Timetable
The merger was approved by the Board on January 20, 2021 and by stockholders representing at least 2/3 of the total outstanding shares on April 22, 2021, by the Monetary Board of BSP on September 30, 2021, and by the Securities and Exchange Commission on December 21, 2021. The merger will be effective January 1, 2022 based on the Plan of Merger.
Conditions precedent to closing of the transaction, if any
N/A
Procedures for exchange
The investment in the subsidiary account will be cancelled, and treasury will be recognized for the newly issued BPI common shares.
Any excess in the value of the net assets of BFSBI acquired by BPI over the par value of the BPI common shares issued in accordance with the Article II Section 2 of the Plan of Merger shall be treated as additional paid-in capital in the books of BPI after the merger.
The results of operations and any change in the assets and liabilities of BFSBI from January 1, 2021 shall not affect the determination of the number of BPI common shares that will be issued pursuant to the merger. Any net income earned by BFSBI from January 1, 2021 until effective date shall be declared as dividends to BPI and any loss incurred by BFBSI over the same period shall be absorbed and for the account of BPI. Refer to the attached Plan of Merger.
Description of the company subject of the transaction
Nature and business
BFSBI is a wholly owned thrift bank subsidiary of BPI.
BFBSI was incorporated and registered with the Philippine Securities and Exchange Commission (SEC) on July 1, 1985 primarily to engage in, and carry on, the general business of savings and mortgage banking in accordance with the provisions of the General Banking Act.
BFSBI offers checking, savings accounts, and time deposit accounts in pesos and US dollars. The Bank also offers housing and auto loans and also cross-sells credit cards, personal loans, investment and insurance products of its parent bank, BPI and BPI subsidiaries and affiliates.
Discussion of major projects and investments
N/A
List of subsidiaries and affiliates, with percentage holdings
Effect(s)/impact on the business, financial condition and operations of the Issuer
After the merger is concluded, clients of BPI and BFSB will be able to access the products offered by both BPI and BFSB. The merger also presents an opportunity for BPI to enhance revenue and streamline cost thereby increasing value for BPI shareholders.
Other Relevant Information
This amendment included updates on:
1. Subject of the Disclosure
2. Background/Description of the Disclosure
3. Other Relevant Regulatory Agency
4. Date of Approval by Other Relevant Regulatory Agency
5. Date of Approval by Securities and Exchange Commission
6. Number of Shares Subject of the Merger
7. Timetable
8. Conditions precedent to closing of the transaction
9. Changes in the list of Board of Directors of BPI Family based on the results of Board meeting held on December 15, 2021
Filed on behalf by:
Name
Angela Pilar Maramag
Designation
Corporate Secretary
Attachments
Original Link
Original Document
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Disclaimer
BPI - Bank of the Philippine Islands published this content on 23 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 December 2021 07:26:03 UTC.
Bank of the Philippine Islands (the Bank) is a commercial bank, which offers a range of financial services. The Bank's segments include Consumer banking, Corporate banking, and Investment banking/ Financial Markets. The Consumer banking segment serves the individual and retail markets. It covers deposit taking and servicing, consumer lending, such as home mortgages, auto loans and credit card finance as well as the remittance business. The Corporate banking segment caters both high-end corporations and middle market clients. Its services include deposit taking and servicing, loan facilities, trade, cash management and Internet-based banking platforms for corporate and institutional customers. The Investment banking/ Financial Markets segment includes business groups operating in the investment markets and dealing in activities other than lending and deposit taking. These services cover corporate finance, securities distribution, asset management, trust, and fiduciary services.
BANK OF THE PHILIPPINE ISLANDS 
