Swapping of PNB-Allied shares to complete merger

MANILA, Philippines—Philippine National Bank plans to offer new shares to all stockholders of Allied Bank at P70 per share pursuant to the merger between the two banks via a share-swap.

PNB plans to offer 423.96 million common shares worth a total of P29.68 billion to Allied Bank shareholders, based on the bank’s application for registration of securities at the Securities and Exchange Commission.

This offer was based on the exchange ratio of 130 PNB common shares for each Allied Bank common share and 22.763 PNB common shares for each Allied Bank preferred share.

As a result of the merger, PNB will have a combined outstanding capital stock of 1.086 billion common shares of which 423.96 million new common shares are issued to Allied Bank stockholders with an issue value of P29.68 billion.

An application to list the new shares is expected to be submitted to the Philippine Stock Exchange before the end of this month.

While PNB and Allied Bank executed their merger last February, this offer will complete the consolidation of shares into PNB which will be the surviving bank.

“The merger marks a special milestone for both PNB and Allied Bank. The synergies arising from the broadened network, diversified deposit base and improved scale will provide a compelling value proposition for their various stakeholders,” PNB said in the regulatory filing.

“In creating the country’s fourth largest privately -owned bank, the merged bank will be in a prime position to improve customer experience and lead industry innovation. Moreover, it will yield substantial benefits for its customers and provide more opportunities for its employees,” it added.

While there are no cash proceeds from the merger, it is expected to result in revenue enhancements and cost savings from branch re-engineering, economies of scale, consolidation of overlapping systems and corporate indirect overheads, realignment of front offices and optimization of back office processing and support functions.