PHILIPPINE National Bank (PNB) and Allied Banking Corp. have updated
their merger plan, as the union of the two Lucio Tan banks heads for
completion.
In separate disclosures to the stock exchange yesterday, PNB and Allied
Bank said their respective board of directors held a meeting on Friday
to update the number of shares that PNB will swap for each Allied Bank
common and preferred share.
According the disclosures, PNB will exchange 130 common shares for each
Allied Bank common share and 22.763 common shares for each Allied Bank
preferred share.
"On April 30, 2008, the board had previously approved exchange ratios of
140 PNB common shares for each Allied Bank common share and 30.73 PNB
common share for each Allied Bank preferred share," PNB's disclosure read.
PNB said ING Bank N.V., financial adviser of the Lucio C. Tan Group of
Companies, proposed to update the share swap ratio based on PNB and
Allied Bank's contribution to the merged bank.
A share swap has been decided on as the strategy to effect the merger,
which was announced in 2008.
PNB, the country's sixth largest in terms of assets as of the third
quarter, will be the surviving entity once the merger is completed, very
possibly next year. It will also become the country's fifth largest in
terms of assets.
The PNB board also approved yesterday to reprice a common share to P70
each from the P55 apiece approved in 2008.
"The issuance by PNB of a total of 423.96 million common shares from its
authorized but unissued capital stock to the stockholders of Allied Bank
[is] subject to the approval of the Securities and Exchange Commission
of its merger application," PNB said.
The new shares, added Allied Bank in its disclosure, will be listed on
the Philippine Stock Exchange.
The two banks said the changes to the merger plan are still subject to
the approval of their respective stockholders.
The merger itself will need the approval of the Bangko Sentral ng
Pilipinas, Securities and Exchange Commission and the Philippine Deposit
and Insurance Corp.
PNB and Allied Bank's merger has started to gather steam after many
delays. Allied Bank this year executed a voting trust agreement with
Oceanic Holding (BVI) Ltd. -- which owns San Francisco-based Oceanic
Bank -- and Walter J. Mix III, the designated trustee.
Allied Bank holds a 27.8% stake in Oceanic Holding.
The agreement, approved by the US Federal Reserve Board in November,
placed the entire stake of Oceanic Holding in a trust managed by Mr.
Mix, who will oversee the sale of the stake to third parties.
The voting trust agreement will allow Allied Bank to sell its indirect
stake in Oceanic Bank, which it needs to do before its merger with PNB
can proceed. It had tried to do so in the past but could not find any
buyers.
--
---------------------------------------------
CARLOS ANI - SEEDFINANCE Corporation - http://www.seedfinance.net
Email: carlosani@seedfinance.net
Landline Phones: +63495010127 and +63495762924
Cellphone: +639152919580
DEVJOBS - http://www.devjobsmail.com
PHILDEVFINANCE - http://phildevfinance.posterous.com
CONSULTING - http://www.carlosani.com
My News Clippings - http://www.myclipps.posterous.com
Family website: http://www.anifamily.net
------------------------------------------
