In response to the Bangko Sentral ng Pilipinas (BSP)’s feedback, the Gokongwei-owned Robinsons Bank Corp. and the Ayala-led Bank of the Philippine Islands (BPI) have recently announced that they will soon be undertaking a fresh new strategy and will be making changes in the implementation of their articles of merger.
According to a media advisory from the BSP, both banks have since forwarded a plan for the re-execution of their articles of merger and will soon be making key changes under the plan’s special conditions. These changes include replacing the term “substantially” with the term “approved by at least a majority.”
Likewise, in Article I of the Articles of Merger, the word “substantially” was also removed.
The date when the merger plan and articles of merger were executed, as well as the primary business address of BPI, were also changed.
The new merger agreement was signed last September 5 by BPI President and CEO Jose Teodoro “TG” Limcaoco and Robinsons Bank President and CEO Elfren Antonio Sarte.
The BSP and the Securities and Exchange Commission (SEC) must still give their approval for the merger, in which BPI will be the sole survivor bank.
Merger already approved
According to BPI in a statement to the Philippine Stock Exchange (PSE), the planned merger has already been approved by the Philippine Competition Commission (PCC), but the listed bank has not yet received a copy of the signed decision.
The 172-year-old bank had previously considered October as the earliest month for the merger’s conclusion or the beginning of next year.
“The timetable for implementation of the merger cannot be fixed at this time as the same is still subject to regulatory approvals,” the Ayala-led bank stated.
According to a statement made by its board of directors last January 17, at least two-thirds of BPI’s stockholders have already accepted the company’s initial merger proposal on September 30, 2022.
The proposed merger is a statutory merger in accordance with Section 40(C)(2) of the National Internal Revenue Code (NIRC) and Title IX of the Revised Corporation Code, or through the issuance of primary shares.
To take effect once all regulatory approvals are completed
The shareholders of Robinsons Bank will collectively own around 6% of the new BPI’s outstanding capital stock upon the proposed merger’s effectiveness. This will take effect once all the required corporate and regulatory approvals have been completed.
Robinsons Bank is 60% owned by JG Summit Capital Services Corp. and 40% by Robinsons Retail Holdings Inc. Legazpi Savings Bank, GoTyme Bank Corp., and Unicon Insurance Brokers Corp. are just a few of its subsidiaries and affiliates.
When the merger goes into effect, BPI will be able to take advantage of numerous synergies across a number of product and service platforms, grow the customer and deposit bases of both banks through the merged entity, and, concurrently, improve the overall banking experience of Robinsons Bank customers by leveraging BPI’s expertise and network.
Through agreements with the Gokongwei Group, it will also be able to broaden its clientele, speed up growth, and eventually boost shareholder value.
As of the end of March this year, Robinsons Bank’s capital base was P172.95 billion, while BPI’s capital base was P2.66 trillion. BPI had P329.84 billion in capital, while Robinsons Bank had P20.05 billion.