PHL Competition Commission issues guidelines on M&A transactions

February 16, 2016

The Philippine Competition Commission (PCC) issued Memorandum Circular No. 16-001 setting forth the transitory rules and guidelines for disclosure of executed or proposed M&A transactions, as mandated under Republic Act No. 10667, the Philippine Competition Act.

Under the circular, M&A transactions that exceeded the value of One Billion Pesos (Php1,000,000,000.00) and which are for execution or implemented after the effectivity of the law but prior to the issuance of the memorandum circular are exempted from notification requirements.

On the other hand, M&A transactions exceeding the threshold value which are for execution or implemented after the issuance of circular shall notify PCC through a letter containing the following information:

  • the parties to the merger or acquisition;
  • the name and contact details of the authorized representatives of each of the parties to the merger or acquisition to whom the Commission may address any correspondence;
  • a brief description of the businesses of the parties to the transaction;
  • the type of transaction (whether a merger or an acquisition);
  • the consideration;
  • the key terms of the transaction; and
  • the timing for the execution or implementation of the transaction.

The circular also states that transactions covered by these two provisions are deemed approved and may not be challenged provided that the notification submitted to the Commission does not contain false material information as stipulated under Sec. 23 of the law.

The circular will take effect after fifteen (15) days from publication on the Official Gazette and one (1) newspaper of general circulation.

For a copy of the circular, please click link below:

Philippine Competition Commission MC No. 16-001