"A merger between Bayer and SPC is desirable and advantageous for both corporations and their respective stockholders because it will make possible the more productive use of the properties and resources of the constituent corporations," an application filed with the Securities and Exchange Commission (SEC) showed.

Under a plan of merger submitted to the SEC, Bayer Phils., as the surviving entity, will acquire all the rights, assets, privileges, properties, branches, offices, and businesses of SPC.

Also, as the surviving corporation, Bayer Phils. will also assume all the liabilities of SPC as of end-December last year.

As a result of the merger, Bayer Phils. has likewise proposed to increase its authorized capital stock from P809 million, divided into 8.09 million common shares with a par value of P100 a piece, to P875 million, divided into 8.75 million common shares with a par value of P100 each share.

According to the surviving company, it will issue a total of 621,775 shares with a total par value of P62.17 million to the stockholders of SPC in exchange for the net assets of the latter which will be transferred to Bayer Phils. as part of the merger.

A total of P65.35-million worth of net assets will be transferred to Bayer Phils. pursuant to the merger.

Bayer Philippines is registered with the SEC with an authorized capital stock of P809 million. The company is majority-owned by Bayer AG.

SPC, on the other hand, has an authorized capital stock of P150 million, divided into 1.5 million shares with a par value of P100 each. Of the total, around P75 million is subscribed by Bayer Schering Pharma AG, formerly Schering AG. (AMM)