General Announcement::Material Information_Transactions - Closing and effectivity of BPI and RBC merger

Issuer & Securities

Issuer/ Manager
BANK OF THE PHILIPPINE ISLANDS
Securities
BANKOFPHILISUS$300M2.5%N240910 - XS2050923825 - GQDB
Stapled Security
No

Announcement Details

Announcement Title
General Announcement
Date &Time of Broadcast
02-Jan-2024 14:57:28
Status
New
Announcement Sub Title
Material Information_Transactions - Closing and effectivity of BPI and RBC merger
Announcement Reference
SG240102OTHR7OOI
Submitted By (Co./ Ind. Name)
Maria Ramona O. Ang
Designation
Investor Relations Officer
Description (Please provide a detailed description of the event in the box below)
Attached is BPIs submission of Form 17-C on material information/transactions as of January 2, 2024 on the above subject to the Philippine Securities and Exchange Commission (SEC).

The Board of Directors of BPI in its meeting held on 30 September 2022, approved the merger of BPI and RBC, with BPI as the surviving bank, subject to shareholders' and regulatory approvals and executed the Merger Agreement, subject to the fulfillment of conditions precedent to closing.

Subsequently, the following approvals of the merger were secured:
By stockholders representing at least 2/3 of the outstanding common shares on 17 January 2023.
By the Philippine Competition Commission ( PCC ) on 9 March 2023 contained in a decision released by the Commission on 13 September 2023.
By the Monetary Board ( MB ) of the Bangko Sentral ng Pilipinas ( BSP ) on 14 December 2023.
By the Securities and Exchange Commission ( SEC ) on 29 December 2023.

The SEC likewise issued a Certificate of Filing of the Articles and Plan of Merger, Certificate of Filing of the Amended Articles of Incorporation, and Certificate of Approval of Increase of Capital Stock on 29 December 2023.

All corporate and regulatory approvals have been obtained, and RBC and BPI merged, effective 1 January 2024.

The ff. regulators have also been duly informed of the same:
1. Philippine Stock Exchange (PSE)
https://edge.pse.com.ph/openDiscViewer.do?edge_no=f082049b4adb2e52abca0fa0c5b4e4d0
2. Philippine Dealing and Exchange Corporation (PDEx)

Attachments

SEC 17-C 1Jan2024_Merger Closing.pdf
Total size =162K