Philippine National Bank (PNB) is seeking regulatory approval to issue and offer 423.9 million shares with a par value of P40 a share, pursuant to its merger with Allied Banking Corp.
In its filing with the Securities and Exchange Commission (SEC), PNB
explained that the 423.9 million new shares it will issue will be offered to the shareholders of Allied Bank, using the exchange ratio of 130 PNB common shares for each Allied Bank common share, and 22.8 PNB common shares for each Allied Bank preferred share.
“The shares will be listed and traded on the Philippine Stock Exchange,” PNB said in its prospectus.
Upon the approval of the merger of PNB and Allied Bank by the SEC, the shares were deemed issued at a price of P70 a share.
The determination of the issue price, according to PNB, is based on the share-swap ratio proposed by ING Bank NV.
As a result of the merger, PNB is set to have a combined outstanding capital stock of 1.1 billion common shares, of which 423.9 million new common shares are issued to the Allied Bank stockholders with an issue value of P29.7 billion.
“The merger is intended to strengthen and consolidate PNB’s and Allied Bank’s long-term strategic business plans with PNB as the surviving bank. The merger marks a special milestone for both PNB and Allied Bank,” PNB said.
As a result of the merger, PNB will be the fourth-largest private domestic bank in the Philippines with a combined distribution network of 654 branches and offices nationwide, and combined total assets of P550.4 billion as of March 31, 2013.
The PNB-Allied Bank merger was approved by the SEC on January 17, 2013.
Madelaine B. Miraflor