BPI, Robinsons Bank revise merger plan

MANILA, Philippines — Ayala-led Bank of the Philippine Islands (BPI) and Gokongwei-owned Robinsons Bank Corp.  have executed a new plan and articles of merger to take into consideration the comments of the Bangko Sentral ng Pilipinas (BSP).

Both banks re-executed the plan and articles of merger as it deleted the word “substantially” and replaced with “approved by at least a majority” under the special provisions of the plan of merger pursuant to the comments of the central bank.

Likewise, the word “substantially” was deleted under Article I of the Articles of Merger. The principal business address of BPI and the date of execution of the plan of merger and articles of merger were likewise updated.

BPI president and CEO Jose Teodoro “TG” Limcaoco and Robinsons Bank president and CEO Elfren Antonio Sarte signed the revised plan for merger last Sept. 5.

Both parties are still securing the green light from the BSP, as well as the Securities and Exchange Commission for the merger wherein BPI will be the surviving bank.

BPI said in a disclosure to the Philippine Stock Exchange (PSE) that the Philippine Competition Commission (PCC) has already cleared the proposed merger, but the listed bank has yet to receive a copy of the signed decision.

The 172-year old bank was earlier looking at October as the earliest month for the completion of the merger or the start of January next year.

“The timetable for implementation of the merger cannot be fixed at this time as the same is subject to regulatory approvals,” the Ayala-led bank said.

The board of directors of BPI approved the original plan of merger on Sept. 30, 2022 by at least two-thirds of its stockholders last Jan. 17

The proposed merger is a statutory merger pursuant to Title IX of the Revised Corporation Code and Section 40(C)(2) of the National Internal Revenue Code (NIRC) or via the issuance of primary shares.

Upon the effectivity of the proposed merger after receipt of all necessary corporate and regulatory approvals, the shareholders of RBC will collectively hold approximately six percent of the resulting outstanding capital stock of BPI.

JG Summit Capital Services Corp. controls 60 percent of Robinsons Bank while Robinsons Retail Holdings Inc. owns 40 percent. Its subsidiaries and affiliates include Legazpi Savings Bank, GoTyme Bank Corp. and Unicon Insurance Brokers Corp.

Upon the effectivity of the merger, BPI will be able to unlock various synergies across several products and service platforms, expand the customer and deposit base of both banks through the merged entity, and, at the same time, by capitalizing on BPI’s expertise and network, enhance the overall banking experience of Robinsons Bank customers.

It will also be able to expand its client base, accelerate growth, and ultimately increase shareholder value through partnerships with the Gokongwei Group.

BPI’s capital base stood at P2.66 trillion while that of Robinsons Bank amounted to P172.95 billion as of end March this year. In terms of capitalization, BPI had P329.84 billion, while Robinsons Bank had P20.05 billion.