PCC reminds firms on M&A notices

MANILA, Philippines – The Philippine Competition Commission (PCC) is  reminding parties recently involved in mergers and acquisitions that a mere filing of a notification with the agency does not guarantee a “deemed approved” status for their subject transaction.

The country’s newly-formed anti-trust authority issued yesterday a statement specifying the scope of its authority to review and act on proposed mergers and acquisition.

“Parties to a proposed merger and acquisition cannot make the determination of whether a transaction is deemed approved, this is for the PCC to determine,” it said.

“More specifically, it has been erroneously claimed that transactions entered into and reported to the PCC prior to the publication of the Implementing Rules and Regulations (IRR) of the Philippine Competition Act (PCA) fall outside of PCC’s authority to review because these are deemed approved under added the applicable memorandum circulars. This is not accurate,” the PCC added.

The PCC said it would review all submissions for sufficiency and completeness of information, and then decide after due consideration if the subject transaction will be deemed approved.

“If a submission is determined to be insufficient or defective in form and/or substance, for example, the PCC may reject such a submission. Omission of key terms of the transaction and submission of false material information may also be grounds for rejection.  Certain submissions may likewise raise serious concerns regarding potential violations of the PCA,” the anti-trust body said.

“The PCC conducts full and expeditious review of a notification of transaction only after receipt of complete information.  Under the law, the purpose of such a review is to prevent anticompetitive mergers and acquisitions. In its review, the PCC exercises all powers granted by the law,” it added.

The PCC last Friday issued the final version of the PCA’s IRR.

The PCC plans to assess the joint acquisition of Philippine Long Distance Telephone Co. (PLDT) and Globe Telecom of San Miguel Corp.’s telecommunications assets.

In addition, the European Chamber of Commerce of the Philippines has filed an anti-competition case with the PCC on the Philippine Contractors Accreditation Board and its alleged unfair practices on foreign-owned contractors.