i. Compulsory Notification

Who must notify the PCC?

The parties to a merger or acquisition that satisfy the thresholds for compulsory notification are required to notify the Commission before the execution of the definitive agreements relating to the transaction. (Sec. 2[a], Rule 4 of IRR¹)

These parties include:

• All acquiring and acquired pre-acquisition ultimate parent entities; or
• Any entity authorized by the ultimate parent entity to file notification on its behalf (Sec. 2[b], Rule 4 of IRR) Note: In the formation of a joint venture (other than in connection with a merger or consolidation), the contributing entities shall be deemed acquiring entities, and the joint venture shall be deemed the acquired entity. (Sec. 2[c], Rule 4 of IRR)²

The parties shall not consummate the transaction before the expiration of the relevant periods provided in this Rule. (Sec. 2[b], Rule 4 of IRR)

“Ultimate parent entity” is the juridical entity that, directly or indirectly, controls a party to the transaction, and is not controlled by any other entity. (Rule 2[m] of IRR)³

Note: It is the Ultimate Parent Entities who must notify the PCC about the mergers conducted.

ii. Covered transactions

Under Section 19 of the PCA, the PCC adopts and publishes notification thresholds from time to time. The amounts shown in the last column are historical, not necessarily the thresholds applicable as of June 30, 2026.

What must be notified?

Parties to a merger or acquisition agreement wherein the value of the transaction exceeds one billion pesos (P1,000,000,000.00) are prohibited from consummating their agreement until thirty (30) days after providing notification to the Commission in the form and containing the information specified in the regulations issued by the Commission. (Sec. 17)⁷ However, the threshold as provided in the PCA has already been adjusted.

Current Threshold

Thresholds effective March 1, 2020

Size of Party: The aggregate annual gross revenues in, into or from the Philippines, or value of the assets in the Philippines of the ultimate parent entity of at least one of the acquiring or acquired entities, including that of all entities that the ultimate parent entity controls, directly or indirectly, exceeds Six billion Pesos (Php6,000,000,000.00); and

Size of Transaction: The value of the transaction exceeds Two Billion Four Hundred Million Pesos (Php2,400,000,000.00) (PCC Commission Resolution No. 02-2020⁸, effective 01 March 2020)

Note: All mergers or acquisitions the definitive agreements of which are executed prior to the annual adjustment of thresholds contemplated herein are subject to the thresholds for notification that are applicable prior to the adjustment. (PCC Memorandum Circular 18-001⁹)

(1) Phase 1 Review

Parties to the merger or acquisition agreement subject to compulsory notification are prohibited from consummating their agreement until thirty (30) days after providing notification to the PCC. (Sec. 17, PCA)¹⁰ Basically, notification must be given prior to the consummation of the agreement.

The covered entities must notify the PCC before the execution of the definitive agreements relating to the transaction. (Sec. 2[a], Rule 4 of IRR)¹¹

Note: A definitive agreement sets out the complete and final terms and conditions of a merger or acquisition, including the rights and obligations between or among transacting parties.

This may be in the form of a share purchase agreement, asset purchase agreement, joint venture agreement, or the like.

The inclusion of conditions that must be fulfilled by a party or the parties to make the agreement effective against a party or the parties will not negate the definitive nature of the agreement. (Philippine Competition Commission Clarificatory Note No. 16-001)¹²

Note: Phase 1 involves an assessment to determine if the notified merger raises any competition concerns. (2.7., PCC Rules on Merger Procedure)¹³ The Commission may determine whether the merger or acquisition falls under the prohibition under Sec. 20¹⁴, applying the SLC test.

If, after the conduct of Phase 1, the PCC is unable to conclude that the merger does not raise competition concerns, it will provide the parties a notice and request for additional information to commence Phase 2. (2.8., PCC Rules on Merger Procedure)¹⁵