Manila, Philippines – The Philippine Competition Commission (PCC) has revised the thresholds that determine when mergers and acquisitions must be reported, with the Size of Party (SOP) threshold increased from 8.5B (USD $141.4m) to 9.1B (USD $151.4), while the Size of Transaction (SOT) threshold rose from 3.5B (USD $58.2m) to 3.8B (USD $63.2m)
Under Section 17 of Republic Act No. 10667, also known as the Philippine Competition Act (PCA), and Rule 4, Section 3 of its Implementing Rules and Regulations (IRR), parties are required to notify the PCC if both the SOP and SOT exceed the updated limits. The thresholds also apply to joint venture transactions under Rule 4, Section 3(d) of the IRR. The new thresholds took effect this March.
Moreover, the PCC is empowered under Sections 12(b) and 19 of the PCA, in conjunction with Rule 4, Section 8 of the IRR, to determine and adjust the notification thresholds. The adjustments also aim to reflect inflation, economic growth, and prevailing market conditions, while allowing the Commission to prioritise transactions likely to have a significant impact on competition in Philippine markets.
The revised figures were calculated using the nominal Gross Domestic Product growth of the previous calendar year as an index, based on official estimates from the Philippine Statistics Authority, rounded up to the nearest 100m (USD $1.66m)
In its merger control role, the PCC reviews notifiable transactions to prevent mergers and acquisitions from substantially lessening competition. “By maintaining transparent and responsive notification thresholds, the Commission promotes regulatory certainty for businesses while safeguarding competitive market structures and protecting consumer welfare in the Philippines,” the PCC said.
The Commission may also review transactions below the notification thresholds. It can initiate a motu proprio, or its own review, if it suspects a deal could significantly harm competition or if preliminary findings indicate such harm.
