Respective boards approve amended plan
By JAMES A. LOYOLA
December 16, 2011, 11:52pm
MANILA, Philippines — The amended plan of merger of Philippine National
Bank and Allied Banking Corporation has been approved by their
respective board of directors.
In disclosures to the Philippine Stock Exchange, the banks said ING Bank
NV, financial adviser to the Lucio Tan Group of companies, have prepared
a proposal recommending a share swap ratio between PNB and Allied Bank
to approximate the relative contribution of both banks to the merger bank.
Under the amended plan, 130 PNB common shares will be issued for each
Allied Bank common share while 22.763 PNB common shares will be
exchanged for each Allied Bank preferred share.
They said the exchange ratio for the Allied Bank preferred shares was
calculated based on the conversion ratio of these into Allied Bank
common shares. Based on the book value of the common shares, each
preferred share is equivalent to 0.1751 common share.
The PNB common shares to be issued will be taken from PNB's authorized
but unissued capital stock at a price of P70.00 per share and listed
with the PSE. PNB said it will be issuing a total of 423.96 million new
common shares for the merger.
Last 2008, the approved exchange ratio was 140 PNB shares for each
Allied Bank common share and 30.73 PNB shares for each Allied Bank
preferred share with the issue price at P55.00 per PNB common share.
The effectivity of the merger will be subject to the approval of the
Bangko Sentral ng Pilipinas, the Securities and Exchange Commission and
the Philippine Deposit and Insurance Corporation.
Once merged, PNB will be the surviving bank while Allied Bank will cease
to exist.
The PNB was established as a government-owned banking institution on
July 22, 1916.
The privatization of the bank started when 30 percent of its outstanding
stocks was offered to the public and its stocks were listed in the stock
exchange in 1989.
With its successful exit from the government's rehabilitation program
and the strong income performance, PNB has demonstrated its ability to
sustain its heightened competitiveness based on the three tenets of
reducing non performing assets, strengthening core businesses and
increasing profitability.
The bank remains as one of the largest banks in the country with a wide
array of competitive banking products to answer for the diverse needs of
its huge clientele including more than 2 million depositors.
PNB maintains its leadership in the overseas remittance business with
remittance centers in the United States, Canada, England, Spain, the
Netherlands, France, Germany, Austria, Italy, Hong Kong, Japan,
Singapore, Malaysia and the Middle East countries.
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