By Zosimo T. LiteratusZeitgeber Investments Division
Under the merger plan approved by the respective boards of Philippine National Bank (PNB) and Allied Banking Corporation (ABC) last year, 140 shares in PNB are to be swapped for every single common share in ABC. Also approved was the exchange ratio of 30.73 PNB shares for every ABC preferred share. PNB shares are to be issued at P55 per share, making a total equity assumption of P 36.42 billion on its 2008 year-end equity level.
The stock however has fallen from a high of P38.50 in May last year to P13.75 as of January 30 in line with the drop in local share prices due to investor risk-averseness amid the global financial crisis.
Issued and outstanding ABC shares as of December 31, 2007 were 495,295 shares--50,000 preferred and 445,295 common. Its equivalent new PNB shares at swap rate of 140 PNB per ABC share would total to 69,341,300 shares.
The total ABC equity for 2007 year-end was reported at P 17.328 billion. This valued the ABC equity per share at P 34,985.21. A swap lot of 140 shares for PNB therefore must have an equity per share value of not more than P 249.89 to make sense. A lower PNB equity value would be to its shareholders advantage.
Within the same period, PNB has issued 662,245,916 shares at a par value of P 40. Its total equity was reported at P 30.12 billion. Its 2007 equity value per share stood at P 45.
Based on the 2007 figure alone, assuming that changes in their equities are about proportionate, PNB shareholders would be giving up P 7.700 worth of common shares (at P 55 per new PNB shares to be issued) for an ABC common share worth P 34,985.21. That's a windfall of paper profit for PNB shareholders and a loss for ABC shareholders.
This deal, which could increase the issued and outstanding common shares of PNB to a total of 731,587,216 shares, however dilutes the PNB shareholders by 10.47%. The dilution would plunge the PNB equity per share value to P 49.79, or 9.48 percent.
As of Friday, February 6, closing price for the PNB common was P 13.75. This would be an excellent BUY price for PNB on the basis of its equity alone. The company's long-term profitability prospects and other important valuation criteria are not factored in this computation.