PCC sets higher thresholds for mergers and acquisitions

CEBU, Philippines — The Philippine Competition Commission (PCC) has adjusted the thresholds for mergers and acquisitions (M&As) that will require notification to a size of party (SOP) reaching P8.5 billion and size of transaction (SOT) hitting P3.5 billion, which took effect on March 1, 2025.

The new thresholds replace the previous SOP of P7.8 billion and SOT of P3.2 billion, which were in effect from March 1, 2024, to February 28, 2025.

Notifications filed before March 1, 2025, ongoing M&A reviews, and transactions already decided by the Commission will not be affected.

According to PCC, the thresholds for compulsory notification are adjusted annually based on the previous year’s nominal gross domestic product (GDP) growth.

This is 8th adjustment to the thresholds since the Philippine Competition Act (PCA) was enacted in 2015, when the baseline threshold was set at P1 billion.

Notification is required when both the SOP and SOT thresholds are met.

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

To date, the PCC reported that it has received a total of 328 transactions with a combined value of P6.27 trillion.

The top five sectors for M&A activity are manufacturing (57), financial and insurance (53), real estate (47), electricity and gas (45), and transportation and storage (32).

In 2024, the PCC reviewed 17 transactions worth P784 billion.

As the Philippines' antitrust authority, the PCC reviews M&As to prevent deals that could substantially lessen competition in the relevant market. Even if a transaction falls below the notification thresholds, the PCC may still initiate a review motu proprio, or on its own initiative, if it has reasonable grounds to suspect that the transaction could significantly harm competition, or preliminary findings suggest it already has.