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Merger & Consolidation

Financial Analysis & Audit


Division

List of Requirements
1.

Articles of Merger/Consolidation

2. Plan of Merger/Consolidation
3. List of stockholders/members of record of the
constituent corporations indicating their nationalities and
respective subscribed and paid-up capital/contribution as of
date of the meeting approving the merger/consolidation
certified under oath by the Corporate Secretary
4. Certification by the Corporate Secretary on the meeting of
the Board of Directors and stockholders/Board of Trustees and
members of the constituent corporations approving the
merger/consolidation

Continuation List of Req


5. Audited financial statements of the
constituent corporations as of a date not
earlier than 120 days prior to the date of
filing of the application
6. Long-form audit report of item no. 5 for
absorbed corporation(s) (not required if the
surviving company will not issue shares of stock
or create additional paid-in capital)
7. Certification under oath by President, Finance
Officer or Treasurer of the constituent
corporations stating that all creditors as of cut-off
date were informed regarding the

Continuation List of Req


8. Publisher's Affidavit on publication of the merger
or consolidation, if one or more of the
constituent corporation(s) is/are insolvent
9. Notarized Secretary's Certificate on no pending
case of intra-corporate dispute
10.
Secretary's
certified
list
of
stockholders/members of record of the surviving
corporation after the merger
11. Compliance Monitoring Division (CMD)
Clearance and/or clearance from other

Continuation List of Req

If the merger is accompanied by application


for increase of capital stock, comply with
the requirements for Increase of Capital
Stock
For consolidation comply with the
requirements for registration of
corporation

Objectives
1) Issuance will not result to stock
watering;
2) Rights of existing creditors and
stockholders will not be prejudiced

Plan of Merger

Transfer of all assets, privileges &


x x x of
the
Absorbed/Consolidating Company/ies as of (cut-off date of
the audited financial statements up to the effective date)
unto the Surviving/New Company;

Transfer of all liabilities and obligations x x x of the Absorbed


/ Consolidating Company/ies as of (cut-off date of the AFS up
to the effective date) unto the Surviving / New Company;

. In exchange for the net assets transferred ____ shares shall

be issued to the shareholders of the Absorbed/New Co.

Total Assets Total Liabilities = Net Asset Value


(SHE)
(Consideration)

Allocation of Shares
Net Asset Value of the Absorbed Co P5M;
SC-pv/sh-P100 Shares Held
Shares to be

Name
Of Stockholder

( list of
stockholders)

issued
By the SC

A.Sy
B. Sy
C. Sy
D. Sy
E. Sy

50,000
20,000
20,000
5,000
5,000

25,000
10,000
10,000
2,500
2,500

Totals

100,000

50,000

Consolidation
NAV Co A P1M; Co B P2M ; PV of New Co P1/share

Name of
Stockhol
der

Present Shares
Held
(per list of
stockholders)
Co A
Co B

Shares to be issued
By the NEW CO

Co. A

Co. B

Total

Mr. Z

10,000

5,000

500,000

1M

1.5M

Mr. Y

5,000

2,500

250,000

500,000

750,000

Ms. U

2,000

1,000

100,000

200,000

300,000

Ms V

2,000

1,000

100,000

200,000

300,000

Ms. X

1,000

500

50,000

100,000

150,000

Totals

20,000

10,000

1M

2M

3M

Merger No Issuance of Shares


Absorbed Co has capital deficiency

Total Assets

Total Liabilities

MAXI

MINI

Surviving

Absorbed

13,456,298

7,303,820

10,246,298

7,382,045

Capital Stock /
Paid-up
Ret
earnings
(deficit)

3,000,000
300,000 (

390,725)

Total SHEquity/
(Cap Deficiency)

3,300,000 (

78,225)

Total Liabilities &


SHEquity

13,456,298

312,500

7,303,820

Merger w/ Issuance from present ACS

UNO
Surviving
Total Assets

Total Liabilities

269,159,037

DOS
Absorbed
P

143,679,513

1,274,037
454,043

Capital Stock / Paidup


APIC
Ret earnings

50,000,000

25,000

44,722,398
30,757,126

310,211
484,762

Total Equity

125,479,037

819,973

Total
Liabilities
Equity

&

269,250,037

1,274,016

Continuation
Net
Value
Authorized
P1,pv
Subscribed

Asset

819,973

Cap

Unissued
Value of Shares
to be Issued

Authorized, P100pv
Value of shares to
be Issued
APIC

P
70,000,000
50,000,00
0)
20,000,000
819,973

800,000
19,973

Merger with Issuance from ICS

Net Asset Value


Authorized, P1 pv
Subscribed & Paidup
Unissued

819,973
P

50,000,000
50,000,000
-

Merger w/ Issuance; AC-WOS

Total Assets

McBee

JollyC

Surviving

Absorbed WOS of
SC

In thousands
(000)
59,756,861 P

Total Liabilities

26,134,152

Capital Stock
APIC
Ret
earnings
(Deficit)
Total Equity
Total Liab & Equity

1,072,124
4,572,239
18,978,456 (

24,622,819
50,756,971

213,103,414
210,648,612

15,909,800
197,155,699
210,610.697)
2,454,802
213,103,414

Same financial position *


JollyC is wholly-owned by McBee;
McBee will issue shares to ITSELF;
* but assume that McBees retained
earnings is below P15,909,800 (Capital
Stock of JollyC).

Additional Requirement:
McBee should submit an undertaking that it will
immediately re-issue the re-acquired shares or
that it will file an application for decrease of
capital to retire the re-acquired shares.

Merger w/ Equity REstructuring


ULTRAMEGA
Absorbed

Before Equity
Rest.
P
1,658,659

Total Assets

Total Liabilities

79,474,646**

Capital Stock
APIC

23,550,000
4,950,000** P

RE (Deficit)

Total SHE

Total Liab &

After Equity Restructuring


1,658,659

569,894**
23,550,000
83,854,752**

106,315,9 (P106,315,987)+
87) ( 22,461,235)+
77,815,9
1,088,765
87)
P
P
1,648,659

Reverse Acquisition

Total Assets

Total Liabilities

Capital Stock / Paidup


Retained Earnings
(Def)
Total Equity
Total Liab & Equity

Net Assets Total


Treasury Shares (pv
P100)
Re-issuance of TS
Colin (foreign) 241,832
HTL (foreign) -

TAPI
Surviving
(WOS of GADI)
P
111,625,281.00

46,332,399.00

65,000,000.00
292,882.00
65,292,882.00
P
111,625,281.00

P
42,212,275.00
65M sh/
P65,000,000.00
350,502 sh /
(P35,050,200.00)

GADI
Absorbed

P
329,323,705.00

319,903,879.00

25,000.00
9,394,826.00

MADI
Absorbed
WOS of GADI
P
100,821,068.00

68,028,619.00

7,161,970.00
25,630,479.00

9,419,826.00
32,792,449.00
P
P
329,323,705.00 100,821,068.00

P
P
9,419,826.00
32,792,449.00