|Franco Aristotle G Larcina
||Arlene M Maneja
On August 31 2016, the Philippine Competition Commission
(PCC) issued a new merger notification form, which applies to
notification submissions from September 1 2016. Below are the
noteworthy new requirements.
Firstly, the so-called ultimate parent entity (UPE) should
identify all entities directly or indirectly controlled by the
UPE (the notifying group). Further, it must provide the
worldwide operations of the notifying group, the worldwide
sales in the most recent year and a diagram or chart describing
the relationship between the UPE, the acquiring or acquired
entity, and each entity identified before and after the
Secondly, the filing UPE should submit:
- all non-compete agreements (apart from
those executed to implement the transaction); and
- any confidential information
memoranda, bankers' books and other third-party
consultant materials and synergy documents related to the
transaction with the date on which the document was
Thirdly, the acquiring group should identify prior
acquisitions over the past five years, and contemporaneous or
concurrent related transactions, and submit an abstract of the
proposed transaction along with a description of the parties.
This will be posted on the PCC's website upon the parties
receiving the PCC's decision in phase one.
Further, on September 16 2016, the PCC issued two
clarificatory notes relating to the merger control regime. The
first of these clarifies the compulsory notification
requirement prior to the execution of definitive agreements and
the possibility of a notification being made based on a binding
The second note clarifies that an internal restructuring
within a group of companies is exempt from notification if the
acquiring and acquired entities have the same UPE.
Notwithstanding this exemption, mergers or acquisitions are not
considered purely internal. Therefore, they do not qualify for
the exemption if the restructuring leads to a change of
Franco Aristotle G. Larcina and Arlene M.