PCC Expedites Merger Review on Qualified Transactions
On 28 May 2019, the Philippine Competition Commission (“PCC”) penned a resolution expediting the review process for merger transactions that are less likely to substantially prevent, lessen, or restrict competition on their relevant markets.
Under Commission Resolution No. 08-2019, the period for the review for qualified merger transactions shall be for fifteen (15) working days, compared to the thirty (30) calendar days under phase I assessment of the Implementing Rules and Regulations of the PCC.
The following merger transactions are qualified to benefit from the expedited review:
- There are no actual or potential horizontal or vertical (including complementary) relationship in the Philippines between the acquiring entity, including its Notifying Group, and the acquired entity and the entities it controls.
- The merger is a global transaction where the acquiring and acquired entities identified in the definitive agreement are foreign entities (“foreign parents”), and their subsidiaries in the Philippines act merely as manufacturers or assemblers of products with at least ninety-five percent (95%) of such products exported to the foreign parents, subsidiaries, affiliates or third parties located outside the Philippines: Provided, That the remaining five percent (5%) product sales in a market in the Philippines is minimal in relation to the entirety of such Philippine product market.
- The candidate relevant geographic market of the merger is global and the acquiring and acquired entities have negligible or limited presence in the Philippines.
- Joint ventures, whether incorporated or not, formed purely for the construction and development of a residential and/ or commercial real estate development project.
Merger transactions that fall under the above-mentioned circumstances may avail of the expedited review by submitting their accomplished Expedited Review Notification Form (“Expedited Form”). The Expedited Form must be submitted within thirty (30) days after the signing of definitive agreements relating to the merger, but prior to any acts of consummation.
Commission Resolution No. 08-2019 took effect on 02 July 2019.