QuestionsQuestions (PCC MEMORANDUM CIRCULAR NO. 18-001)
The revised thresholds apply to mergers or acquisitions where the definitive agreements are executed after the effectivity of the Memorandum Circular.
The revised thresholds do not apply to (1) mergers or acquisitions pending review by the Commission, (2) notifiable transactions already consummated before effectivity, and (3) transactions already subject of a decision by the Commission.
It must exceed Five Billion Pesos (PHP 5,000,000,000.00).
It must exceed Two Billion Pesos (PHP 2,000,000,000.00), as determined under the applicable subsections.
Notification is required if either (i) the aggregate value of the assets in the Philippines being acquired exceeds PHP 2,000,000,000.00, or (ii) the gross revenues generated in the Philippines by the acquired assets exceed PHP 2,000,000,000.00.
Notification is required if: (i) the aggregate value of the assets in the Philippines of the acquiring entity exceeds PHP 2,000,000,000.00, and (ii) the gross revenues in or into the Philippines by those assets acquired outside the Philippines exceed PHP 2,000,000,000.00.
Notification is required if: (i) the aggregate value of the assets in the Philippines of the acquiring entity exceeds PHP 2,000,000,000.00, and (ii) the aggregate gross revenues generated in or into the Philippines by acquired assets in the Philippines and any assets acquired outside the Philippines collectively exceed PHP 2,000,000,000.00.
Notification is required if either (i) the aggregate value of assets in the Philippines owned by the corporation/non-corporate entity (or controlled entities), excluding assets that are shares, exceeds PHP 2,000,000,000.00; or (ii) gross revenues from sales in/into/from the Philippines of that entity (or controlled entities) exceed PHP 2,000,000,000.00.
Notification is required if, as a result of the acquisition, the acquiring entity and affiliates would own voting shares that carry more than (i) 35% of the corporation’s outstanding voting shares, or (ii) 50% if the acquiring entity already owned more than 35% before the acquisition.
Notification is required if, as a result of the acquisition, the acquiring entity and affiliates would hold an interest entitling them to receive more than (i) 35% of profits of the non-corporate entity, or (ii) 50% if the acquiring entity already was entitled to receive more than 35% before the acquisition.
An acquiring entity is subject to notification if either (i) the aggregate value of assets that will be combined in the Philippines or contributed exceeds PHP 2,000,000,000.00, or (ii) gross revenues generated in the Philippines by assets to be combined or contributed exceeds PHP 2,000,000,000.00.
(1) Assets any contributing entity agreed to transfer or for which agreements have been secured for the joint venture to obtain at any time, whether or not the contributor is itself subject to the Act; and (2) any amount of credit or any obligations of the joint venture that any contributor agreed to extend or guarantee at any time.
Thresholds are automatically adjusted starting March 1, 2019 and every March 1 thereafter, using PSA’s official estimate of nominal GDP growth of the previous calendar year, rounded up to the nearest hundred millions.
All mergers or acquisitions with definitive agreements executed prior to the annual adjustment are subject to the thresholds applicable before the adjustment.
Parties must notify the Commission within thirty (30) days from signing of the definitive agreements relating to the merger or acquisition.
To ensure that mergers or acquisitions more likely to substantially lessen competition are subject to compulsory notification, while excluding those less likely to pose competition concerns and making efficient use of the Commission’s limited resources.
It takes effect fifteen (15) days from publication in a newspaper of general circulation.