Via ODiSy March 22, 2012 PHILIPPINE STOCK EXCHANGE ... - BDO

- 131 -Sale of MaxicareBDO Unibank is a defendant/respondent in legal proceedings arising from the sale ofits 60% stake in Maxicare in 2007. In January 2008, claimants filed a petition in theRTC Makati for the issuance of a writ of preliminary Injunction and that “with respectto respondents Pin-An Holdings Corporation and Antonio L. Go, in the remote eventthat a Deed of Assignment/Sale has been executed, to declare such Deed null and voidand to direct said respondents to deliver the aforementioned stock certificatesrepresenting the 120,000 shares in Maxicare to Petitioners [Claimants].”The RTC Makati denied the TRO and writ of replevin on the ground that the Claimantshave no clear and unmistakable right over the shares, as there was no perfected contractof sale between the Bank and the claimants. In April 2008, the RTC Makati also ruledthat the Bank’s sale of the shares to Pin-An Holdings is valid and its order declaring thevalidity of the sale of Maxicare shares has become final under said Interim Rules. Theclaimants did not appeal the dismissal. Their petition for certiorari with the CA was alsodismissed and the CA held that there was no grave abuse of discretion in the issuance ofthe RTC Makati ruling. The claimants filed their petition for review with the SupremeCourt in July 2010. Last December 7, 2011, claimants withdrew this petition.After an unfavourable decision had been rendered against them in April 2008, theClaimants filed a Request for Arbitration with the ICC – International Court ofArbitration in Singapore in May 2008 on the same issue of the petitioners’ right to buythe shares. As of November 25, 2009, the Singapore arbitration hearing has beensuspended by virtue of a writ of injunction issued by the RTC Makati restraining theparties, and their respective representatives from participating and performing any act inconnection with the arbitration case. The injunction has been issued in connection withthe petition filed by Maxicare for a declaration as to the rightful shareholder of its 60%outstanding shares. Claimants have questioned the issuance of the writ of preliminaryinjunction in the CA where their case remains pending.Last December 2011, a Second Request for Arbitration was filed by claimants againstBDO, Maxicare, Pin An Go Holdings and several other individual respondents beforethe ICC involving the same sale of 120,000 shares. Claimants sought to nullify a seriesof purported transfers of shares in Maxicare Healthcare Corporation (“Maxicare”) thatwere made between 2007 and 2009 by BDO and other Original Stockholders to Pin-AnHoldings Corporation (“Pin-An”) which are null and void because they contraveneprovisions of the Stockholders Agreement dated 13 February 1998 (“SA”). Claimantsalso argued that in November 2011, Maxicare directors approved illegitimateamendments to Maxicare’s Articles of Incorporation and By-laws so as to indirectlycircumvent Claimants’ rights under the stockholders’ agreement.BDO has written the ICC raising its objections on jurisdiction, forum shopping and theexistence of a Philippine ruling on the validity of the sale of shares. The RTC alsorecently issued an order extending the injunction to the second request for arbitration.To date the ICC has not yet directed the constitution of an arbitral tribunal.Management continues to believe that the above claim is baseless and without merit orthat the resulting liability, if any, from such a claim, will not have a material adverseeffect on the BDO Unibank Group’s financial position and financial performance.