Commission Decision No. 03-M-002/2023:
Proposed Acquisition of Ayudhya Public Company Limited and MUFG Bank, Limited
of Shares in HC Consumer Finance Philippines, Inc.
Abstract of the Proposed Transaction
HC Philippines Holdings B.V. (“HC Philippines BV”) owns 75,250,000 preferred shares and 600,003 common shares of HC Consumer Finance Philippines, Inc. (“HCPH”) representing approximately 99.48% of the total issued and outstanding common capital stock of HCPH. Filcommerce Holdings, Inc. (“Filcommerce Holdings”) owns 399,997 common shares of HCPH representing approximately 0.52% of the total issued and outstanding common capital stock of HCPH. Pursuant to a Share Purchase Agreement dated 24 November 2022, the Bank of Ayudhya Public Company Limited (“Krungsri”) will acquire from HC Philippines BV, 600,003 common shares and 56,437,500 preferred shares of HCPH, and 149,997 common shares of HCPH from Filcommerce Holdings. On the other hand, MUFG Bank, Limited (“MUFG”) will acquire from HC Philippines BV, 18,812,500 preferred shares of HCPH, and 250,000 common shares of HCPH from Filcommerce Holdings. These transactions will result in a 75% and 25% ownership of HCPH by Krungsri and MUFG, respectively.
Parties to the Transaction
The acquired party is HC Consumer Finance Philippines, Inc. (HCPH). It is a financing company registered with the Securities and Exchange Commission (SEC). HCPH is engaged in the business of general financing, specifically in extending loans, credit or any and all types of financial accommodation, including the selling of receivables to third parties. It provides “in-store” lending to eligible mass retail customers, including first-time borrowers, and provides both cash and non-cash, non-collateralized loans for purchases of durable goods and other items such as, but not limited to, home appliances at the point-of-sale (“POS loans”).
The Ultimate Parent Entity of the acquired party is PPF Group N.V. (PPF Group NV). PPF Group NV is a public limited company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands and is registered with the Dutch trade register. It invests in banking and financial services, telecommunications, biotechnology, real estate, retail, insurance, and agriculture markets.
The acquiring party is Bank of Ayudhya Public Company Limited (Krungsri). It is a banking corporation existing and duly constituted under the laws of Thailand with its head office located at 1222, Rama III Road, Bang Phongphang Subdistrict, Yannawa District, Bangkok. It provides banking, consumer finance, investment, asset management, and other financial products and services to individual consumers, small and medium enterprises, and large corporations through a network of branches throughout Thailand and other countries. The immediate and ultimate parent company of the Bank is Mitsubishi UFJ Financial Group, Inc. (MUFG).
The other acquiring party is MUFG Bank, Limited (MUFG). It is a bank registered in Japan. It is engaged in corporate and investment banking, global markets, personal banking services, transaction services for financial institutions, and transaction banking.
Mitsubishi UFJ Financial Group, Inc. (“MUFG”) is the ultimate parent entity of the Acquiring Entities, Krungsri and MUFG. MUFG is a corporation with limited liability incorporated in Japan with registered office at 2-7-1, Marunouchi, Chiyoda-ku, Tokyo, Japan. MUFG is a leading global financial services group and one of the largest banking institutions in Japan.
Krungsri and MUFG believes that the Proposed Transaction will increase its competitive advantage of its consumer finance business in the Philippines and will bring about the following benefits:
- Opportunity to grow its business in the Philippines with a strong brand and well-established omni-channel distribution.
- Expand the customer base to increase its potential in becoming a leading bank in the Philippines.
- Strengthen its image and reputation in neighboring countries.