Re: Effect of Merger on an Existing License as ROHQ

June 5, 2018 nSEC-OGC OPINION NO. 11-18RE: EFFECT OF MERGER ON AN EXISTING LICENSE AS ROHQPicazo Buyco Tan Fider & Santos Law OfficesPenthouse, Liberty Center104 H.V. dela Costa StreetSalcedo Village, Makati CityAttention: Atty. Ma. Adelina S. GatdulaAtty. Krista Joyce C. Caro-GanganAttorneys :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...