The Philippine Competition Commission ("PCC") has raised the merger notification thresholds for transactions that will undergo mandatory merger review. Beginning 1 March 2024, mergers and acquisitions that exceed both (i) the size of party ("SOP") threshold of PhP7.8 billion and (ii) the size of transaction ("SOT") threshold of PhP3.2 billion must be notified to PCC before the merger transaction can proceed. SOP pertains to the aggregate value of assets or revenues of the ultimate parent entity of either party involved in the transaction, while SOT refers to the total value of assets or revenues of the acquired entity and all its controlled entities.
PCC annually adjusts its thresholds following Memorandum Circular No. 18-001 which is based on the official estimate of the nominal Gross Domestic Product growth of the previous year. The increase in thresholds does not affect mergers or acquisitions pending review by PCC, notifications filed before 1 March 2024, and transactions which are already the subject of a decision by PCC.
