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Section 1
Merger of UCPB with LBP
Section 1.
Merger of UCPB with LBP.
—The merger of the UCPB with the LBP is hereby approved, with the LBP as surviving entity, subject to the requisite approvals from the Securities and Exchange Commission, and to the conditions and limitations under RA No. 11524 and RA No. 11232 or the "Revised Corporation Code of the Philippines."
Except as otherwise prescribed under Section 2 hereof, the UCPB and the LBP shall, in consultation with the GCG, determine the mode of merger and implement the same with the approval of relevant regulatory agencies. All assets and liabilities of the UCPB shall be transferred to the LBP.
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All other government offices and agencies are hereby directed to promptly take such actions as may be necessary, subject to applicable laws and regulations, to fully implement the provisions of this Order within six (6) months from its effectivity.
Section 2
Acquisition of Outstanding UCPB Shares
Section 2.
Acquisition of Outstanding UCPB Shares.
—The LBP shall acquire the outstanding Special Preferred Shares held by the PDIC in the UCPB, taking into account the recovery of PDlC's financial assistance to the UCPB, the valuation of the shares by the PDIC and LBP for this purpose, and the LBP's return on equity. It is understood that this approval shall be without prejudice to the terms and conditions set forth by the PDIC in its 08 February 2021 approval of the sale to the LBP of its Special Preferred Shares.
Section 3
Integration Plan
Section 3.
Integration Plan.
—The UCPB and LBP shall prepare and implement an integration plan towards the full implementation of the merger, in accordance with existing laws and regulations.
Section—4.
Reorganization.
—The LBP may adopt and implement a reorganization plan as may be approved by the LBP Board of Directors, subject to the requirements of RA No. 10149 and the rules and regulations of the GCG. LBP personnel who may be separated from the service as a consequence of the reorganization, may be entitled to such separation incentives as may be fixed by the LBP Board of Directors.
The personnel of UCPB who may be separated from service as a consequence of the merger, shall be paid separation benefits by the UCPB pursuant to the guidelines it may adopt and applicable laws and rules. Whenever applicable, such personnel may be hired by the LBP, subject to the possession of the necessary civil service eligibility, and other requirements prescribed for the position.
Section—5.
Repeal.
—Sections 2, 4 and 5 of Executive Order No. 198 (s. 2016) are hereby repealed. All other orders, rules and regulations, issuances or any part thereof, which are inconsistent with the provisions of this Order, are hereby repealed or modified accordingly.
Section 6
Separability
Section 6.
Separability.
—Should any part or provision of this Order be held unconstitutional or invalid, the other portions not affected thereby shall continue to be in force and effect.
Section 7
Section 7.
—
Effectivity.
—This Order shall take effect immediately upon publication in the Official Gazette or in a newspaper of general circulation.
DONE,
—in the City of Manila, this 25th day of June, in the year of our Lord, Two Thousand and Twenty-One.
(SGD.)—
RODRIGO ROA DUTERTE
By the President:
(SGD.)—
SALVADOR C. MEDIALDEA
Executive Secretary