Update on the Merger of BPI and Robinsons Bank which was approved by the Board of Directors of JG Summit Capital Services Corp. (“JG Capital”), a wholly-owned subsidiary of JG Summit Holdings, Inc. (“JG Summit”) on September 30, 2022. |
This refers to the following disclosures filed by JG Summit Holdings, Inc. (JGS) on the following dates:
1. On September 30, 2022, regarding the approval by the Board of Directors of JG Summit Capital Services Corp. (“JG Capital”), a wholly-owned subsidiary of JGS, of the execution of an agreement between the Bank of the Philippine Islands (“BPI”) and JG Capital and Robinsons Retail Holdings, Inc. (“RRHI” and, together with JG Capital, the “RBC Shareholders”) for the merger of BPI and Robinsons Bank Corporation (“RBC”), with BPI emerging as the surviving entity the (“Merger”), subject to shareholders and regulatory approvals which was stated that, upon the effectivity of the Merger and receipt of all necessary corporate and regulatory approvals, RBC Shareholders will collectively hold approximately 6% of the resulting outstanding capital stock of BPI;
2. On December 16, 2022, an update to the disclosure filed by BPI with the PSE on December 14, 2022 which indicated that the Board of Directors of BPI approved the issuance of common shares to RBC Shareholders pursuant to the Merger, which shall, in no case, be more than 318,912,309 common shares. At the Special Stockholders’ Meeting held on 17 January 2023, stockholders representing at least two-thirds of the outstanding shares of BPI approved the merger between BPI and RBC, with BPI as the surviving bank.
3. On January 27, 2023, an update to the disclosure was filed with the PSE to report that The Supplement to the Agreement for the Merger of BPI and RBC was executed by and among BPI, RRHI, JG Capital and RBC on January 26, 2023 and that the Articles of Merger and the Plan of Merger were likewise executed on the same date by BPI and RBC. It was also reported that the parties shall proceed with obtaining approval from the Philippine Competition Commission and filing the documents for the Merger with the Bangko Sentral ng Pilipinas and the Securities and Exchange Commission.
Please note that that the exact number of BPI common shares to be issued to JG Capital has not yet been firmed up and will be subject to final determination on or before Closing Date.
Please be informed that on September 14, 2023, JG Capital received a copy of the decision of the Philippine Competition Commission ("PCC") which resolved to clear the proposed merger transaction between the BPI and RBC.
The Bank is securing the approval of the Bangko Sentral ng Pilipinas and the Securities and Exchange Commission. The timetable for implementation of the merger cannot be fixed at this time as the same is subject to regulatory approvals. |