Tanjuatco, Oreta, Tanjuatco, Berenguer & Sanvicente

September 7, 1988 Tanjuatco, Oreta, Tanjuatco, Berenguer & Sanvicente 381 Sen. Gil J. Puyat Avenue Makati, Metro Manila Sir : This refers to your letter, dated August 23, 1988, requesting the opinion of this Commission on the queries posed therein. Records show that on April 14, 1988, the Commission issued the Certificate of Merger between Kubota Agri-Machinery Philippines, Inc. (KAMPI) and Kubota Machinery Company, Inc. (KMCI),with the former as the surviving corporation. The articles of merger was executed between the constituent companies, setting forth among others, the plan of the merger. In this connection, your queries are: cdll 1. In order to implement the undertaking of KAMPI to issue a total of 2,100,000 shares in favor of KMCI and Marobeni Corporation in accordance with the merger agreement, is it necessary to secure the approval of the SEC before the same may be issued. 2. Before KAMPI can acquire the assets of KMCI, is there a need to secure the approval of the SEC? 3. In effecting the transfer of assets from KMCI to KAMPI, is it necessary to execute formal deed of conveyances wherein it will be shown that KMCI is the transferor and KAMPI as the transferee: In reply to your queries, Section 80 of the Corporation Code is emphatic. Effects of merger or consolidation. The merger or consolidation as provided in the preceding sections shall have the following effects. xxx xxx xxx 4. The surviving or the consolidated corporation shall thereupon and thereafter possess all the rights, privileges, immunity and franchises of each of the constituent corporations; and all property, real or personal, and all receivables due on whatever account, including subscriptions to shares or other choses in actions, and all and every and other interest of, or belonging to, or due to each constituent corporation, shall be taken and deemed to be transferred to and vested in such surviving or consolidated corporation without further act or deed ;(Emphasis supplied). cdll In the light of forecasting your queries are answered in the negative. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman