PCC raises threshold for M&A notification

MANILA, Philippines — The Philippine Competition Commission (PCC) has set higher thresholds for mergers and acquisitions (M&As) that should be notified to the antitrust agency.

In a statement, the PCC said M&A deals must be notified to and approved by the agency if the size of party (SOP) is at least P8.5 billion and size of transaction (SOT) is at least P3.5 billion.

The new thresholds are higher than the SOP of P7.8 billion and SOT of P3.2 billion, which were in effect from March 1, 2024 to Feb. 28, 2025.

The SOP refers to the total value of assets or revenues of the ultimate parent entity of any party to the deal, while the SOT is the total value of assets or revenues of the acquired entity.

The PCC said it should be notified of the M&A deal when both the SOP and SOT thresholds are met.

Notifications on deals filed before March 1 of this year, as well as those with ongoing M&A reviews are not covered by the new thresholds.

Every year, the PCC adjusts the thresholds for M&As subject to compulsory notification based on the previous year’s nominal gross domestic product growth.

The latest adjustment marks the eighth to be made to the thresholds since the Philippine Competition Act was enacted in 2015 when the baseline threshold was at P1 billion.

The PCC reviews M&As to ensure that these do not substantially reduce market competition.

Even if a transaction falls below the notification thresholds, the PCC may still initiate a motu proprio review if there are reasonable grounds to suspect that the transaction could significantly harm competition.

The PCC may also initiate a review if preliminary findings suggest the deal has already lessened competition in the market.

To date, the PCC has received notifications on a total of 328 transactions with a combined value of P6.27 trillion.

Sectors with the most number of M&As are manufacturing (57), financial and insurance (53), real estate (47), electricity and gas (45) as well as transportation and storage (32).

Last year, the PCC reviewed 17 transactions worth P784 billion.