- New law exempts M&A transactions with value less than PHP 50 billion from compulsory notification
New law exempts M&A transactions with transaction value of less than PHP 50 billion (USD 1,026.6m) from compulsory notification. The PCC is prevented from initiating a review of such transactions.
This update was published on 16 October 2020 as part of our quarterly newsletter, Asia Pacific Competition Highlights. Click here to access the full report, which covers the most notable antitrust developments across 11 Asia Pacific jurisdictions.
New law exempts M&A transactions with value less than PHP 50 billion from compulsory notification
On 11 September 2020, Republic Act No. 11494 or the Bayanihan II was signed into law. Bayanihan II became effective on 15 September 2020 upon its publication. It includes a directive to the Philippine Competition Commission (“PCC”) to exempt all M&A transactions with a transaction value of less than PHP 50 billion (approximately USD 1 billion) from compulsory notification. The value of the transaction generally refers to the value of the business to be acquired pursuant to the transaction (asset value or target company’s annual turnover in, into, and from the Philippines). M&A transactions that do not meet the threshold would be exempt from the compulsory notification if entered into within two years from the date that the law took effect, i.e., from 15 September 2020.
Further, the PCC is prohibited from conducting a motu proprio review of such transactions within one year from 15 September 2020. Under the Philippine Competition Act, the PCC may, motu proprio or on its own initiative, preview an M&A transaction even if it does not breach the notification thresholds. M&A transactions whose definitive agreements have been executed prior to 15 September 2020 would have to continue to use the previous PHP 6 billion and PHP 2.4 billion thresholds under the old notification rules.