General Announcement::Mergers and Consolidations - SEC approval of BPI and RBC merger, with BPI as the surviving bank

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 10:27:13
Status
New
Announcement Sub Title
Mergers and Consolidations - SEC approval of BPI and RBC merger, with BPI as the surviving bank
Announcement Reference
SG240102OTHRXOPN
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)
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.

Subsequently, the following approvals of the merger were secured:
By stockholders representing at least 2/3 of the outstanding common shares on January 17, 2023.
By the Philippine Competition Commission on March 9, 2023 contained in the decision released by the Commission on September 13, 2023.
By the Monetary Board of the Bangko Sentral ng Pilipinas on December 14, 2023, subject to certain conditions.

The SEC issued the Certificate of Filing of the Articles and Plan of Merger on December 29, 2023.

This disclosure amends the previous disclosures made on December 20, 2023 https://links.sgx.com/1.0.0/corporate-announcements/XH0UY0EI8WT5HQ7I/f1abde3e995e201130339f52b747002f77f3b81da3a3f4916611cd8d5b5c48a3 to reflect the date of SEC's approval of the merger of BPI and RBC.

The ff. regulators have also been duly informed of the same:
1. Philippine Securities and Exchange Commission (SEC)
2. Philippine Stock Exchange (PSE)
https://edge.pse.com.ph/openDiscViewer.do?edge_no=4b1e00ae918d3a839e4dc6f6c9b65995
3. Philippine Dealing and Exchange Corporation (PDEx)

Please refer to attachments for further details.

Attachments

Sec 17-C SEC Approval.pdf
Plan of Merger - BPI-RBC_updated.pdf
Supplement to the Plan of Merger dated October 20 2023-BPI-RBC - redacted.pdf
Certificate of Filing of the Articles and Plan of Merger.pdf
Total size =4053K