Lucio Tan lawyer: No impediment to PNB, Allied Bank merger

Atty. Estelito Mendoza, business tycoon Lucio Tan’s legal counsel and himself a director of the PNB, said in an interview that there is no legal impediment in the merger between the Philippine National Bank and Allied Banking Corporation except for the approval by the regulatory agencies. 

 

“As far as I know there are no legal hurdles, only the imprimatur of the Bangko Sentral ng Pilipinas, the Philippine Deposit Insurance Corp., and the Securities and Exchange Commission,” Mendoza stressed.

 

However, the Presidential Commission on Good Government or PCGG opposes the merger. In a letter to BSP Governor Amando Tetangco Jr. and SEC chair Teresita Herbosa last March, PCGG Commissioner Gerard Mosquera argued that the proposed 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.

 

The PCGG is seeking the recovery of shares of stock in Allied Bank on the ground that it is part of the ill-gotten wealth of the late President Ferdinand Marcos.

 

Mendoza pointed out that the PNB shares are not sequestered and that the Sandiganbayan already denied the motion for a temporary restraining order filed by PCGG in 2009 seeking to stop the merger between PNB and Allied Bank. 

 

Likewise, the sequestration of the Allied Bank shares by PCGG in 1986 was nullified by a final and executory decision of the Supreme Court.

 

Mendoza pointed out that the Allied Bank shares being contested were not ill-gotten. These shares did not or were not acquired from the national government but were purchased from a failing Yujuico family bank.

 

As early as 2008, stockholders of both PNB and Allied Bank approved the proposed merger. Merger applications were filed before the SEC in July 2008 and with the BSP and PDIC in July of 2009.

 

Last March 6, stockholders of both banks approved a share-swap scheme wherein 130 shares of PNB would be exchanged for one share of Allied Bank compared to the 140 to 1 ratio approved in 2008.

 

The merger would add value to the PNB shares that are being traded at the Philippine Stock Exchange and would redound to the benefit of stockholders of Allied Bank. The PNB and Allied Bank merger will create the Philippine’s fourth largest. — DVM, GMA News