Atty. Leonardo R. Gutierrez

November 16, 1982 Atty. Leonardo R. Gutierrez 7th Floor, Gutierrez David Roque Bldg. Panay Avenue corner Scout Reyes Sts. Quezon City Sir : This refers to your letter dated October 28, 1982, requesting the opinion of this Commission on the legal/procedural effects of merger as outlined therein. It appears that Pilipinas Shell Petroleum Corporation (Pilipinas Shell) owns all the issued and outstanding shares of Basic Landoil Energy Corporation (BLECOR), except for fifteen (15) qualifying shares assigned to the existing directors thereof. A merger is now being proposed between Pilipinas Shell and BLECOR pursuant to the provisions of Title IX of the Corporation Code. The proposed merger will be by operation of law, without any conversion of shares of the subsidiary. You now seek the opinion of this Commission on the following legal/procedural effects thereof: "1. After compliance by Pilipinas Shell and BLECOR with the requirements of SEC as specified in the New Code, a Certificate of Merger will be issued which shall take effect upon its issuance or at such time as may be indicated by the SEC; 2. The issuance of the Certificate of Merger is the operative at which automatically vests in the surviving corporation (Pilipinas Shell) without further act or dead, all the rights, privileges, immunities and franchises of disappearing corporation (BLECOR). Such issuance of the certificate of Merger will authorize the cancellation of the issued shares of BLECOR and its automatic dissolution without the execution of a Deed of Assignment/Transfer of the assets/liabilities of the disappearing corporation (which heretofore was required the SEC in the implementation of the old Corporation Code) and without the need for any other document; 3. The substitution, by the operation of law, by the surviving corporation (Pilipinas Shell) of the disappearing corporation (BLECOR) in the latter's liabilities and obligations in the same manner as if the surviving corporation had itself incurred such liabilities or obligations. Thus, for all intents and purposes, all claims, actions or proceedings pending by or against BLECOR may be prosecuted by or against Pilipinas Shell on or after the effective date of the Certificate of Merger, without the need for the execution of any other document evidencing such substitution; and 4. The property, real or personal, and all receivables due on whatever account, including subscriptions to shares and other choses in action, and all and every other interest of, or belonging to, or due to the disappearing corporation (BLECOR) shall, by operation of law, be taken and deemed to the transferred to and vested in the surviving corporation (Pilipinas Shell) without further act of deed. Consequently, the Certificate of Merger is the sole instrument required, or to be required, to effect the transfer and vesting for purposes of recording, registration, notation, titling of such transfer and vesting before and by instrumentalities, agencies and courts of law in the Philippines." A perusal of the legal/procedural effects of the proposed merger between Pilipinas Shell and BLECOR as outlined above shows consistency with the provisions of the Corporation Code on merger and consolidation, thus, the Commission interposes no objection thereto. Effectivity of merger as stated in number 1 thereof conforms with Section 79 of the Corporation Code, while numbers 2 to 4 are the effects of merger, among others, as provided for under Section 80 of the Code. Please be advised that relative to the proposed merger of Pilipinas Shell and BLECOR, the following instruments; in quadruplicate, should be submitted to this commission: 1. Articles of Merger signed by the President or Vice President and certified under oath by the Secretary or Assistant Secretary of the constituent corporation setting forth; (a) The plan of merger. (b) The number of shares outstanding, (c) As to each corporation, the number of shares voting for or against such plan, respectively. 2. Copies of the minutes of the board of directors' meeting and minutes of the stockholders' meeting of the constituent corporations, approving and ratifying the plan of merger; certified under oath by their respective secretaries or assistant secretaries. 3. List of creditors with the amounts owing to each of the absorbed corporation, as of the date of merger. 4. Audited financial statements (Balance Sheet and related statement of income and expenses) of the constituent corporations as of the date of the merger but not earlier than 120 days prior to the date of filing of the application with the Commission. The financial statements shall be accompanied by a long form report of a certified public accountant. 5. Amended articles of incorporation of the surviving corporation whenever necessary in accordance with the terms of the plan of merger such as change of name of the surviving corporation, increase of capital stock, etc. Finally, an amount equal to 1/10 of one (1%) percentum of the aggregate value of shares to be issued or exchanged but not less than P100.00 nor more than P50,000.00, shall be collected by the Commission as filing fee for merger. LexLib Please be guided accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman