C00445-2024

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Jan 27, 2024
2. SEC Identification Number
34001
3. BIR Tax Identification No.
000-708-174-000
4. Exact name of issuer as specified in its charter
BDO Unibank, Inc.
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
BDO Corporate Center, 7899 Makati Ave., Makati City Postal Code 0726
8. Issuer's telephone number, including area code
(632) 8840-7000 / 8702-6000
9. Former name or former address, if changed since last report
--
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common 5,268,357,304
Preferred 618,000,000
11. Indicate the item numbers reported herein
Item 9 - Other Events

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

BDO Unibank, Inc.BDO

PSE Disclosure Form 4-23 - Mergers and Consolidations References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

Merger of BDO Unibank, Inc. and SM Keppel Land, Inc., with BDO Unibank, Inc. as the Surviving Entity
Background/Description of the Disclosure

At the meeting of the Board of Directors of BDO Unibank, Inc. (BDO or the Bank) held on 27 January 2024, the Board of Directors approved the merger of BDO and its wholly-owned subsidiary SM Keppel Land, Inc. (SMKL), with BDO as the surviving entity (the Merger).

As a background, on 22 December 2023, BDO disclosed with the PSE the completion of its buyout of the interests of Keppel Philippines Properties, Inc. and Opon-KE Properties, Inc. (the Keppel Group) in SMKL which was released on 27 December 2023.

The Merger will be subject to stockholders' and regulatory approvals. The Board likewise delegated to the President the authority to fix the final terms of the Merger.
Date of Approval by Board of Directors Jan 27, 2024
Date of Approval by Stockholders TBA
Other Relevant Regulatory Agency, if applicable Bangko Sentral ng Pilipinas; Philippine Competition Commission
Date of Approval by Relevant Regulatory Agency TBA
Date of Approval by Securities and Exchange Commission TBA
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

In accordance with applicable Bangko Sentral ng Pilipinas (BSP) rules and regulations, the respective Boards of Directors of the BDO and SMKL deemed it necessary and advisable to merge the constituent corporations into one, with BDO as the surviving entity.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

Internal restructuring involving the merger of BDO and SMKL, with BDO as the surviving entity.
Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
BDO Unibank, Inc. Universal Bank --
SM Keppel Land, Inc. (SMKL) Development, operation, and management of the its property located at ADB Avenue, Ortigas Center, Mandaluyong City, also known as the Podium Complex. SMKL is a wholly-owned subsidiary of BDO. The following BDO directors and officers each have a nominal share in SMKL and are currently directors of SMKL: (1) Mr. Nestor V. Tan, the President and CEO of BDO, (2) Lazaro Jerome C. Guevarra, EVP of BDO, (3) Aurea Imelda S. Montejo, concurrently SVPof BDO and President of SMKL, (4) Lucy C. Dy, EVP of BDO, (5) Adelo C. Brabante, FVP of BDO, and (6) Elmer B. Serrano, concurrently the Corporate Information Officer of BDO and the Corporate Secretary of SMKL.
Terms and conditions of the transaction
Plan of merger

TBA
Ratio of exchange of shares

TBA
Basis upon which the exchange ratio was determined

TBA
Number of shares subject of the merger

TBA
Timetable

The Merger will be presented for BDO shareholder approval during the Bank’s Annual Shareholders’ Meeting to be held on 19 April 2024.

The Merger will be subject to the approval of the BSP and the Securities and Exchange Commission (SEC). The Bank will likewise secure a confirmation of non-coverage from compulsory notification from the Philippine Competition Commission (PCC) since the Merger is an internal restructuring. The timetable for implementation of the Merger will depend on the timeline of the regulatory approvals.
Conditions precedent to closing of the transaction, if any

The completion of the Merger is subject to the following:

1. Approval by the stockholders of the constituent corporations;
2. Approval by the BSP;
3. Confirmation of non-coverage by the PCC; and
4. Final approval of the Merger by the SEC.
Procedures for exchange

TBA
Description of the company subject of the transaction
Nature and business

SMKL is a corporation organized to develop, operate, and manage its property located at ADB Avenue, Ortigas Center, Mandaluyong City.
Discussion of major projects and investments

SMKL owns the Podium Mall and West Tower.
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
N/A -

Capital structure

Authorized capital stock
Type of Security /Stock Symbol Amount Number of Shares
Common 438,820,000.00 438,820,000
Preferred 72,803,000.00 72,803,000
Subscribed Shares
Type of Security /Stock Symbol Amount Number of Shares
Common 435,820,000.00 438,820,000
Preferred 72,803,000.00 72,803,000
Paid-Up Capital
Amount 508,623,000.00
Number of Shares 508,623,000
Issued Shares
Type of Security /Stock Symbol Amount Number of Shares
Common 435,820,000.00 435,820,000
Preferred 72,803,000.00 72,803,000
Outstanding Shares
Type of Security /Stock Symbol Amount Number of Shares
Common 435,820,000.00 435,820,000
Preferred 72,803,000.00 72,803,000
Par Value
Type of Security /Stock Symbol Amount
Common 1.00
Preferred 1.00
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
BDO Unibank, Inc. (Common) (217,910,000 shares subject to BIR CAR issuance) 435,820,000 85.69%
BDO Unibank, Inc. (Preferred) (36,401,500 shares subject to BIR CAR issuance) 72,803,000 14.31%
Board of Directors
Name (Regular or Independent)
Hans T. Sy Regular
Nestor V. Tan Regular
Lazaro Jerome C. Guevarra Regular
Aurea Imelda S. Montejo Regular
Lucy C. Dy Regular
Adelo C. Brabante Regular
Principal Officers
Name Position/Designation
Hans T. Sy Chairman
Aurea Imelda S. Montejo President
Jennifer M. Tantan Treasurer
Elmer B. Serrano Corporate Secretary
Phil Ivan A. Chan Assistant Corporate Secretary
Effect(s)/impact on the business, financial condition and operations of the Issuer

As a result of the Merger, the assets, rights, and liabilities of SMKL will accrue to and be owned by BDO as surviving entity. In exchange, common shares of BDO will be issued to the shareholders of SMKL.
Other Relevant Information

Please see attachment.
Filed on behalf by:
Name Elmer Serrano
Designation Corporate Information Officer