BSP okays CBS-Plantersbank merger

The Monetary Board, the policy-making body of the Bangko Sentral ng Pilipinas
(BSP), gave its final approval on August 14, 2015 for the merger of China Bank thrift
bank arm China Bank Savings (CBS) and Planters Development Bank (Plantersbank),
with CBS as the surviving bank.
As part of the approval, China Bank is required to recapitalize CBS to meet the
minimum capital adequacy ratio (CAR) requirement and common equity tier 1 (CET
1) under Basel 3.
The BSP gave CBS and Plantersbank one year from the date of approval to complete
the merger. This entails securing the approval of state-run Philippine Deposit
Insurance Corp. (PDIC) on the merger and submitting the approved Articles of
Merger by the Securities and Exchange Commission (SEC) to the BSP.
In January 2014, following the BSPs approval-in-principle of the merger in
December 2013, China Bank implemented the share purchase agreement (SPA) to
acquire Plantersbank for P1.86 billion. China Bank initially settled the P1.579 billion
for the 84.77% capital stock owned by the Tambunting family and related parties,
and the Dutch development bank FMO. The acquisition of the remaining 15.23%
common stock for the amount of P283.7 million was through a tender offer.
In preparation for the merger, the presidents of CBS and Plantersbank, Alberto
Emilio Ramos and Carlos Borromeo, respectively, have been visiting clients in the
countryside since 2014 with a small group of their key executives. With the
battlecry We are One, CBS and Plantersbank are conveying a clear message of
solidarity and a continued commitment to building a stronger platform for SME
finance.
Ramos and Borromeo are also rallying the sales teambranch managers, account
officers, and lending officers nationwideto work together as one not just to drive
revenues, but more importantly, to effectively support customers strategic goals.
The China Bank Group includes China Bank, China Bank Savings (CBS), China Bank
Insurance Brokers Inc., Manulife China Bank Life Assurance Corporation (MCBLife),
and Plantersbank.

China Bank pays P1.863B for

Plantersbank; Tambunting remains
Plantersbank chairman
Thursday, January 16, 2014
China Banking Corporation (China Bank) has implemented the Share Purchase Agreement (SPA) to acquire
Planters Development Bank (Plantersbank). Out of the total purchase price of P1.863 billion for 100% of
Plantersbank, China Bank settled today P1.579 billion for the 84.77% capital stock owned by the Tambunting
family and related parties, and the Dutch development bank FMO. The acquisition of the remaining 15.23%
common stock for the amount of P283.7 million will be through a tender offer. Based on audited financial
statements as of Dec. 31, 2012, Plantersbank equity net of PFRS-related adjustments stood at P919 million.

At the ensuing special stockholders meeting on the same day, Ambassador Jesus Tambunting and Carlos
Borromeo were re-elected to the new Plantersbank board. Ambassador Tambunting was elected chairman
and Borromeo as president.

Also elected to the Plantersbank board were Ricardo Chua as vice chairman; Nancy Yang, Alberto Emilio
Ramos, Alexander Escucha, Antonio Espedido Jr., and Ramon Zamora, as members; and Roberto Kuan,
Alberto Yao, and Margarita San Juan as independent directors. All six directors and three independent
directors are also directors of China Bank Savings.

With Plantersbank now part of the China Bank Group, China Bank is the fifth largest private universal bank
in the country with P410 billion in assets (as of Sept. 30, 2013). It closed 2013 with 368 branches, 295 for
the main bank and 73 for the savings bank. With the addition of Plantersbanks 78 branches and 2
unopened licenses, the combined branch network is now 448 brancheswell over the 400 branch network
target of China Bank for 2014.

The strategic partnership represents opportunities for China Bank to expand its SME portfolio and
geographic footprint. Plantersbank is the countrys largest private development bank and leading bank for
SMEs with total assets of P54 billion, total loan portfolio of P33 billion, and deposits of P44 billion (as of June
30, 2013).

An integration task force has been formed to identify and capture the significant growth opportunities and to
make the most of the combined strengths of China Bank, China Bank Savings, and Plantersbank.

The China Bank Group includes China Bank, China Bank Savings, Unity Bank, China Bank Insurance Brokers
Inc., and bancassurance affiliate Manulife China Bank Life Assurance Corporation (MCBLife).

China Bank is also preparing for the tender offer to the shareholders of the remaining 15.23% Plantersbank
common stock, which includes ADB, Korea Development Bank, DBP, Landbank, and IFC.

The Investment & Capital Corporation of the Philippines (ICCP) acted as the exclusive financial adviser to
Plantersbank for the transaction.

China Bank Corp.

completes takeover
of Planters Bank
By: Doris C. Dumlao - @inquirerdotnet
Philippine Daily Inquirer / 01:22 PM January 16, 2014

Photo from www.chinabank.ph

MANILA, Philippines SM Group-led China Bank Corp. has sealed its

takeover of Planters Bank, forking out P1.86 billion to buy all shares
in the small and medium enterprise (SME) lender.

Out of the total purchase price of P1.86 billion for 100 percent of
Planters Bank, China Bank settled P1.579 billion for the 84.77 percent
capital stock owned by the controlling group, the Tambunting family
and related parties as well as that owned by Dutch development
bank FMO.

In a disclosure to the Philippine Stock Exchange on Thursday, the

bank said the acquisition of the remaining 15.23 percent common
stock for P283.7 million would be through a tender offer.
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Based on audited financial statements as of end-2012, Plantersbank

equity net of accounting-related adjustments stood at P919 million.

At the ensuing special stockholders meeting on Wednesday,

Ambassador Jesus Tambunting and Carlos Borromeo were re-elected
to the new Plantersbank board. Ambassador Tambunting was elected
chairman and Borromeo as president.
Also elected to the Plantersbank board were China Bank
representatives: Ricardo Chua as vice chairman; Nancy Yang, Alberto
Emilio Ramos, Alexander Escucha, Antonio Espedido Jr., and Ramon
Zamora, as members; and Roberto Kuan, Alberto Yao, and Margarita
San Juan as independent directors. All six directors and three
independent directors are also directors of China Bank Savings.

With Plantersbank now part of the China Bank Group, China Bank has
become the fifth largest private universal bank in the country with
P410 billion in assets as of Sept. 30, 2013. It closed 2013 with 368
branches, 295 for the main bank and 73 for the savings bank.

With the addition of Plantersbanks 78 branches and two unopened

licenses, the combined branch network is now 448 brancheswell
over the 400 branch network target of China Bank for 2014.

The strategic partnership represents opportunities for China Bank to

expand its SME portfolio and geographic footprint, the disclosure
said.

Plantersbank is the countrys largest private development bank and

leading bank for SMEs with total assets of P54 billion, total loan
portfolio of P33 billion, and deposits of P44 billion as of June 30, 2013.

An integration task force has been formed to identify and capture

the significant growth opportunities and to make the most of the
combined strengths of China Bank, China Bank Savings, and
Plantersbank, the disclosure said.

The China Bank Group includes China Bank, China Bank Savings,
Unity Bank, China Bank Insurance Brokers Inc., and bancassurance
affiliate Manulife China Bank Life Assurance Corp.
China Bank is also preparing for the tender offer to the shareholders
of the remaining 15.23 percent Plantersbank common stock, which
includes ADB, Korea Development Bank, DBP, Landbank, and IFC.

The Investment & Capital Corporation of the Philippines (ICCP) acted

as the exclusive financial adviser to Plantersbank for the transaction.

Read more: http://business.inquirer.net/160357/china-bank-corp-

completes-takeover-of-planters-bank#ixzz4ZziHCpwG
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China Savings Bank takes over Planters

Bank, starts layoffs, union busting
Marya Salamat January 9, 2016 BSP circular 268, employment, henry sy
Bulatlat File Photo: Plantersbank employees picket in front of their main branch in Makati (Dec 2015
Photo by M. Salamat / Bulatlat.com)
It is apparent that Chinabank and Planters Development Bank intend to ease out regular employees as
certain bank functions in Chinabank Savings are already outsourced or being handled by contractual
employees.

By MARYA SALAMAT
Bulatlat.com
MANILA Restituto Figeroa, long-time bank employee and unionist, lives near the Philippine Arena in
Bulacan where a grand hour-long fireworks display was held last New Years Eve. But the whole time they
were exploding fireworks there, he said he was crying with his family. He was suddenly laid off from his
job of more than 25 years barely two days before new year.

In Mindoro, another long-time unionist and fellow bank employee, Ronald Fabregas, was trying to replace
the roof of his house after it was shattered by Typhoon Nona a week before Christmas. But he, too, was
suddenly told to report to the bank, and when he got there, he received news of his layoff. He spent the
new year not just roofless but also jobless.

Fabregas, Figueroa and nine more in the banks remaining regular messengers and janitors were served
their termination papers by Planters Development Bank on December 29. Also called Planters Bank, their
employer said there are no positions (or plantilla) for them in China Savings Bank, the declared surviving
entity in its ongoing merger with Planters Development Bank (PDB).

In China Savings Bank, owned by mall magnate Henry Sy, both the messengerial and janitorial
employees are agency workers from outsourcing companies.
It appears the layoff of the last regular messengerial and janitorial employees of Planters Development
Bank is just the first in what threatens to be a series of retrenchments leading to the decimation of regular
employees and unionists of Planters Development Bank.

It is apparent that China Bank and Planters Development Bank intend to ease out regular employees as
certain bank functions in Chinabank Savings are already outsourced or being handled by contractual
employees, said a House resolution directing the Committee on Labor and Employment and the
Committee on Banks & Financial Intermediaries to inquire into the derailed collective bargaining
negotiation between the management of Planters Bank and the employees association. It was authored
by partylist representatives from the Makabayan coalition.

Planters Bank employees previously interviewed by Bulatlat.com said that because of their almost four
decades of union struggle for wages and benefits, their wages and benefits are better compared to that in
China Savings Bank. The unionists hoped their fellow bank employees in China Savings Bank would
unite with them in upholding better wages and benefits. But management action shows it wanted to treat
the PDB employees union like it no longer existed.
A brewing battle for union rights, jobs
As China Savings Bank tries to complete its takeover of Planters Development Bank, the latters long-
standing employees are forced to assert their rights of tenure, union and job security.

Since November 11, the management panel in the collective bargaining negotiations with PDB union said
it cannot commit to anything anymore because it no longer has authority to negotiate.

Planters Bank employees press management to continue negotiations for collective bargaining
agreement (December 2015, Makati City. Photo by M. Salamat / Bulatlat.com)
It then began offering a retire-rehire scheme among the 900-plus employees of PDB. It was touted as
voluntary at first, but by December 23, last banking day of 2015, the offer turned compulsory, according
to union leaders.
They said bank executives put pressure on employees to agree to a retire-rehire scheme if they wanted a
chance at being hired by China Savings Bank.

But some employees apparently will no longer have a chance like those which in China Savings Bank
are already being handled by contractual employees of third party agencies.

Compared to China Savings Bank, Planters Bank employees union opposition to Bangko ng Sentral
Pilipinas (BSP) circulars allowing outsourcing of bank functions resulted in some 900-plus employees in
PDB still having regular jobs.

The BSP Circular No. 268 authorizes outsourcing of several banking functions to third party service
providers and since then has been blamed by bank unions for contractualization in the industry.

Anna Leah Escresa, executive director of non-government labor education group Eiler, said the
employees union of Planters Development Bank has succeeded in defying BSP Circular No. 268; now
the management wants to undo its victory and weaken the local union which has staunchly opposed
contractualization.

On January 6, Planter Bank employees union filed a Notice of Strike before the National Conciliation and
Mediation Board of the Labor Department, saying that the termination of 11 employees and derailing of
CBA negotiation only proves that indeed the management of Chinabank and Plantersbank together with
the owner, Henry Sy, are trying to bust the employees union and further contractualize bank
function/positions.

On the same day, they held a picket protest in front of the banks main office in H. V. dela Costa Street,
Makati City.

It is our contention, following the derailed CBA negotiation with management, that the peddling of retire-
rehire with employees and the termination of eleven (11) of our members including six (6) of our Union
CBA panellists, that Management is trying to bust our union. This is illegal and well stand together
against it, said Mark Oliver Gonzales, President of PDBEA (Planters Development Bank Employees
Association).

Gonzales said the management excuse about no longer having authority to negotiate is very much
immature.

Planters Bank continues to exist as a bank entity and its management is duty-bound to collectively
bargain with its employees, with us PDBEA, under existing laws, Gonzales said.

In their picket-protest, January 6, bank employees also showed photos of business tycoon Henry Sy,
owner of China Bank and now of Planters Bank, and their calls: Recant Termination, Continue and
Conclude the CBA and Respect, Recognize PDBEA upon merger.

Henry Sy, 91, is said to be the richest man in the Philippines for the past seven years now. Forbes
magazine estimates his and his familys Real Time Net Worth as of January 5 this year at $13.5 billion.
The tycoons family has interests in retailing, real estate, hospitality, banking, mining, education including
healthcare services.
SEC approves China
Banking Savings,
Plantersbank merger
Published December 28, 2015 11:35am

The Securities and Exchange Commission (SEC) gave the green light for the
merger of China Bank Savings Inc. (CBSI) and Planters Development Bank
(Plantersbank).

CBSI, through its parent company China Banking Corp. (China Bank), said in
a disclosure to the Philippine Stock Exchange (PSE) on Monday that the
merger has already been approved by the SEC.

"Please be informed that our Executive Committee noted this afternoon, the
approval by the Securities and Exchange Commission on 17 December 2015
of the Articles and Plan of Merger by and between China Bank Savings Inc.
and Planters Development Bank," China Bank told the PSE.

The lender in August said it has already received the go signal from the
Bangko Sentral ng Pilipinas (BSP).

This is to inform the Exchange of our receipt on 19 August 2015 of the

Bangko Sentral ng Pilipinas letter, informing the bank of the Monetary Boards
final approval on 14 August 2015 of the merger between China Bank Savings,
Inc. (CBSI) and Planters Development Bank (Plantersbank), with CBSI as the
surviving entity, it said in an earlier filing.

China Bank earlier this month said it will infuse P2.0 billion to CBSI following
the SEC approval.
"The capital infusion will be done upon receipt from the Securities and
Exchange Commission of its approval of the merger of CBSI and PDB and the
increase in CBSI authorized capital," the Sy-led bank said in a separate filing.

This will bring the combined capital position of the companies to P6.1 billion.

"The enhanced capital position will support future business growth of

CBSI/PDB in 2016 as it continues to expand in the consumer and SME (small
and medium-sized enterprises) sectors," China Bank said..

China Bank saw its consolidated net income rise by 14 percent to P2.51 billion
driven by a "strong growth in its core businesses" in the first half of the
year. Jon Viktor D. Cabuenas/KG, GMA News