Compulsory Notification Thresholds for Mergers and Acquisitions

On 11 September 2020, former President Rodrigo R. Duterte signed into law Republic Act (“RA”) No. 11469, otherwise known as the Bayanihan to Recover as One Act (“Bayanihan 2”), to mitigate the adverse effects of the COVID-19 pandemic on the Philippine economy.

Among the remedial measures implemented under Bayanihan 2 was the increase in merger and acquisition (“M&A”) thresholds for compulsory notification to the Philippine Competition Commission. Particularly, Bayanihan 2 exempted from compulsory notification M&As with values below Fifty Billion Pesos (PhP50,000,000,000.00) for both the Size of Party and Size of Transaction tests, if entered into within two (2) years from 15 September 2020.

Considering that the increased M&A threshold under Bayanihan 2 expired on 15 September 2022, the PCC provisionally set new thresholds, pursuant to the rules on annual threshold adjustment under PCC Memorandum Circular No. 2018-001, in a press release issued on 16 September 2022.  Starting on such date, M&As that reach a Size of Party of Six Billion One Hundred Million Pesos (PhP6,100,000,000.00) and a Size of Transaction of Two Billion Five Hundred Million Pesos (PhP2,500,000,000.00) will have to be notified to the PCC for review.

Access the PCC press release here: