Lucio Tan counsel: Sandiganbayan ruling clears way for PNB-Allied Bank merger

Philippine National Bank (PNB) director Atty. Estelito Mendoza asserted Wednesday that the Sandiganbayan rejection of the forfeiture case on the Allied Bank shares his client, Lucio Tan, paves the way for the merger of PNB and Allied Bank.   “He (Lucio Tan) trusts that with this decision of the Sandiganbayan, the Central Bank, the PDIC and the SEC will see their way clear to expeditiously give their respective approval to the merger of Allied Bank and PNB,” Mendoza, legal counsel of Tan, said in a statement.   The two banks had said in a statement last December that “the merged institution will be the fourth largest private domestic bank in the Philippines with a combined distribution network of 646 branches nationwide and combined total assets of P514 billion as of 30 September 2011.”   PCGG failed   The Sandiganbayan decision was handed down by its Fifth Division, which said the Presidential Commission on Good Government (PCGG) failed to prove that the disputed Allied Bank shares were part of the ill-gotten wealth of the late former President Ferdinand Marcos.   “For relief to be granted, the operative act on how and in what manner the Marcoses and their alleged associates participated in and/or benefited from the acts of President Marcos must be clearly shown through a preponderance of evidence,” the court said.   The court added that it was “left with no choice but to dismiss the instant case against the defendants.”   Objection to the merger   PCGG Commissioner Gerard Mosquera opposed the merger of the two banks, because it is not compliant with Section 77 of the Corporation Code, violates Section 2 of Executive Order 2 series of 1986, and does not have the specific approval of the Sandiganbayan.   He stressed these points in a letter to Bangko Sentral ng Pilipinas (BSP) Governor Amando Tetangco Jr. and Securities and Exchange Commission (SEC)  chair Teresita Herbosa last March.   Section 77 of the Corporation Code requires that stockholders of the corporations proposed to be merged give prior approval.   EO 2 is the directive of former President Corazon Aquino that froze the assets of the Marcos family and their cronies.   Merger details   The boards of PNB and Allied Bank passed resolutions last December 16 approving the revised plan to combine the two banks.   The boards said the transaction “is subject to shareholders’ and regulatory approvals and is targeted to close within the first semester of 2012.” The shareholders gave their nod on March 6.   PNB will be the surviving entity when the deal is done through a share-for-share exchange, wherein each PNB share will be priced at P70.00.   Every Allied Bank common share will be swapped for 130 PNB shares. Every Allied preferred share will be exchanged for 22.673 PNB shares.   The two banks said the new merged entity “will have the largest international footprint across the Asia Pacific region, Europe, the Middle East and North America.” — Rouchelle Dinglasan/ELR, GMA News