The Philippine Competition Commission ("PCC") issued Commission Resolution No. 04-2023 ("Resolution") adjusting the compulsory notification threshold for mergers and acquisitions effective 1 March 2023. Pursuant to the Resolution, the adjusted thresholds are as follows:
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Size of Party ("SoP"), namely the aggregate value of assets or revenues in the Philippines of the ultimate parent entity of one of the parties to a transaction – from Php6.1 billion starting 16 September 2022 to Php7 billion; and
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Size of Transaction ("SoT"), namely the value of assets or revenues of the acquired entity and the entities it controls – from Php2.5 billion starting 16 September 2022 to Php2.9 billion.
To trigger the compulsory notification of a merger or acquisition with the PCC, both thresholds must be satisfied. For transactions with high public interest which do not meet the thresholds, however, the PCC may nonetheless launch a motu proprio review in the interest of consumers.
The PCC adjusts its thresholds annually based on the official estimate of the nominal Gross Domestic Product ("GDP") growth of the previous year. According to the official estimates of the Philippine Statistics Authority, the nominal GDP growth in 2022 was 13.5%.
From September 2020 to September 2022, the PCC notification threshold was set by the Bayanihan to Recover as One Act at Php50 Billion. PCC has since resumed its annual threshold adjustment since it started with a baseline threshold of Php1 billion under the Philippine Competition Act.
The set thresholds will remain effective until PCC approves a new set of thresholds for compulsory notification.
