June 5, 2018 n
SEC-OGC OPINION NO. 11-18
RE: EFFECT OF MERGER ON AN EXISTING LICENSE AS ROHQ
Picazo Buyco Tan Fider & Santos Law Offices
Penthouse, Liberty Center
104 H.V. dela Costa Street
Salcedo Village, Makati City
Attention: Atty. Ma. Adelina S. Gatdula
Atty. Krista Joyce C. Caro-Gangan
Attorneys :
This refers to your letter dated 17 March 2017, requesting an opinion on the effects of a planned merger on the SEC registration of the Regional Operating Headquarters (ROHQ) of Langdon & Seah Asia Company Limited (LSACL).
You mentioned in your letter that LSACL is a company organized under Hong Kong laws and licensed by this Commission to do business in the Philippines as ROHQ under the name of "Langdon & Seah Regional Operating Headquarters." You further mentioned that LSACL is contemplating a merger with its affiliate, Arcadis Asia Limited (AAL), a company also organized under Hong Kong laws. Under the proposed merger, AAL will be the surviving corporation while LSACL will be the absorbed corporation. All of the businesses, assets and liabilities of LSACL will be transferred to AAL as a result of...
