NOTIFICATION FORM

FOR MERGERS AND ACQUISITIONS

INSTRUCTIONS

MERGERS AND ACQUISITIONS OFFICE

GENERAL
Philippine Competition Commission
The Notification Form (the “Form”) is required to be 25/F Vertis North Corporate Center 1
submitted pursuant to Rule 4 of the Implementing Rules and North Avenue, Quezon City 1105
Regulations of Republic Act No. 10667 (the “Rules”). Phone: +632 7719-PCC [7719-722]
Email: [email protected]
Copies of the Form, Instructions and Rules are available at
www.phcc.gov.ph. Definitions
Filing The definitions and other provisions governing this Form are
set forth in the Rules and in the PCC Rules on Merger
Notifying parties submit the Form, along with all
Procedure. Additional clarification on Sections mentioned in
documentary attachments, to:
the Form is provided below.
MERGERS AND ACQUISITIONS OFFICE
“Acquired entity” or target entity refers to the entity to be
Philippine Competition Commission
merged or to the entity whose assets, voting securities or
25/F Vertis North Corporate Center 1
non-corporate interests are being acquired.
North Avenue, Quezon City 1105
“Acquiring entity” refers to the entity making the acquisition.
Submissions will only be accepted from 8:00 a.m. to 5:00 p.m.,
Monday to Friday. “Acquiring group” refers to the acquiring entities, its ultimate
parent entity and all its affiliates.
Submissions must be bound (e.g., ring or spiral binding),
properly tabbed, and printed on A4-sized paper. Submissions “Proposed Candidate market” is the relevant market
must comply with all the formal requirements under Section identified by the parties during the preliminary stage of the
5.3 of the Rules on Merger Procedure; otherwise, they shall Notification which may be affected by the proposed
not be accepted. transaction (see “Relevant Market”). The Mergers and
Acquisitions Office (MAO) is not bound by the proposed
Determination of sufficiency of the notification shall
candidate market identified by the Parties in their
commence after all notifying parties have submitted their
Notification.
Forms.
“Horizontal relationship” refers to a situation where two or
Responses
more persons both operate as sellers or both operate as
The required information may be provided on the Form or in buyers in the same market.
appendices.
“Notifying group” refers to the filing ultimate parent entity
Appendices must be submitted together with the Form. The and every entity directly or indirectly controlled by the filing
appendix reference number must correspond to the section ultimate parent entity. Nothing precludes MAO from
of the Form being addressed. Indicate the appendix including in the Notifying group, entities controlled by or
reference number on the upper right corner of the first page under common control by the ultimate beneficial owner or
of each appendix. controller of the identified ultimate parent entity.
Appendices must be individually tabbed. “Notifying Parties” or Notifying Entities are parties to a
merger or acquisition that satisfy the thresholds in Section 3
The Notifying Parties should likewise provide, in a secure
of Implementing Rule and Regulations of the PCA (as may be
electronic storage device (e.g. universal serial bus [“USB”]
adjusted from time to time) that are required to notify the
flash drive), an electronic version of the completed Form and
PCC before the execution of the definitive agreements
all attachments, simultaneous with the submission of the
relating to the transaction.
hard copy. Each attachment must be saved as a separate file
identified by the appendix reference number. “Relevant Market” is one that could be subject to an exercise
of market power that would likely result in significant harm
Year
to competition, rather than anticompetitive effects that are
Unless otherwise stated, all references to “year” refer to insignificant or transient in nature. The Relevant Market
calendar year. If the data is not available on a calendar year considers both product and geographic dimensions. The
basis, supply the requested data for the fiscal year reporting Commission assesses market definition within the context of
period which most closely corresponds to the calendar year the particular facts and circumstances of the merger under
specified. review.
Information “Relevant Product Market” comprises all those goods and/or
services that are regarded as interchangeable or
The central office for information and assistance concerning
substitutable by the consumer or the customer, by reason of
the Rules and the Form is:

Instructions to PCC Notification Form (as of 9 July 2019) - Page 1 of 3

the goods and/or services’ characteristics, their prices, and authorized by the UPE or its designee (identified in Section
their intended use. 1.7 of the Form) to receive correspondence on its behalf.
“Relevant Geographic Market” comprises the area in which
Section 2.4
the entity concerned is involved in the supply and demand of
goods and services, in which the conditions of competition If the Notifying Party is assisted by external counsel, names of
are sufficiently homogenous and which can be distinguished such counsels must be indicated in this section of the Form.
from neighboring areas because the conditions of Counsel must be duly authorized by the filing UPE or his
competition are different in those areas. designee (identified in section 1.7 of the Form).
“Vertical relationship” refers to a situation where an entity
Sections 4.2 – 4.19.
operates in a market that is immediately upstream or
downstream of a market in which another entity operates, To determine the value of the proposed transaction, parties
such that the two entities are in an actual or potential buyer- may refer to Rule 4, Section 3 of the Rules, as amended by
seller relationship. PCC Memorandum Circular No. 18-001.
“Ultimate Parent Entity” or UPE is the juridical entity that, As per Section 3 of PCC Memorandum Circular No, 18-001,
directly or indirectly, controls a party to the transaction, and the notification thresholds shall be 1 automatically adjusted
is not controlled by any other entity as defined in Rule 2(m) commencing on March 1, 2019 and on March 1st of every
of the Rules. During the review process, the MAO may succeeding year, using as index the Philippine Statistics
identify natural persons as the ultimate beneficial owner or Authority's official estimate of the nominal Gross Domestic
controller of the UPE. Product growth of the previous calendar year rounded up to
the nearest hundred millions (e.g., Php 2.14 8 shall be
N.B.: There may be other types of economic or commercial
rounded up to Php 2.28).
relationships that are not strictly characterized as horizontal
or vertical, on which information may nonetheless be
Section 5.3
required to be provided the MAO.
Notification refers to the submission of the proposed
transaction for clearance by competition authorities in other
SECTION BY SECTION CLARIFICATIONS jurisdictions.
Section 1.1.
Section 6.2.
Indicate whether the filing is made pursuant to Clarificatory
Provide a level of disaggregation for each product and/or
Note No. 17-001.
service that is as detailed as practicable, subject to further
Clarificatory Note No. 17-001 covers voting securities disaggregation if deemed necessary by the MAO.
acquisitions, such as tender offers, third party and open
market transactions, in which the acquiring entity proposes Sections 7.1 – 7.5
to buy voting securities from shareholders of the acquired
In a situation where the entities in the acquiring and acquired
entity, rather than from the entity itself.
Notifying Group are not in a purely horizontal or vertical
relationship, the information required in Sections 7.1 to 7.5
Section 1.2.
should in any case be provided by the notifying parties, with
Indicate whether the acquired entity is undergoing insolvency guidance from the MAO, where appropriate.
proceedings.
Section 7.1
Sections 1.7
(a) For the Acquiring Entity, provide the specified
Authorization may be in the form of an original Secretary’s information only for the entities within its Notifying
Certificate or Special Power of Attorney or its equivalent in Group which operated in the same line of business with
foreign jurisdictions, naming the entity authorized to file and the Acquired Entity and the entities it controls.
represent them before the PCC.
(b) For the Acquired Entity, provide the specified
information only for the Acquired entity and entities it
Sections 1.10
controls which operated in the same line of business with
Indicate the entity to whom the official receipt shall be the Acquiring Entity’s Notifying Group.
issued.
(c) Notwithstanding the foregoing, MAO may nevertheless
Filing fee for notification and Phase 1 review must be paid require submission of information on other entities
within ten (10) days from receipt of an Order of Payment. within the Acquired Entity’s Notifying Group if
circumstances warrant.
Section 2.1 and 2.2
Contact person(s) should be an officer or member of the filing
UPE, its designee, or the Acquiring or Acquired Entity duly

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Section 7.1 (i) Section 10.2
Submit studies, surveys, analyses and reports on the relevant A short summary describing the transaction and the parties
markets and the viability of the proposed transaction will be posted online for public information. The abstract
must not contain confidential business information.
Sections 7.1. to 7.4.
Indicate the metric or unit of measure used for the figures Certification
indicated.
The Certification should be made in accordance with Rule 4,
Documents, reports submitted under these sections must be Section 5(b) and (d) of the Rules. In no case should the
certified true by the corporate secretary or duly authorized Certification be signed by the external counsel of the
custodian of such records. notifying parties.

Section 7.3
FILING OF INCORRECT OR MISLEADING INFORMATION
(a) For vertical relationships, the economic participants
refer to other entities in the supply chain that receive The filing of incorrect or misleading information to the
goods/ services from, or supply input to the acquiring or Commission is penalized under Section 29(c) of the Philippine
acquired entities. Competition Act, which states:
“The Commission may likewise impose upon any entity fines
Section 7.6
of up to one million pesos (P1,000,000.00) where,
(a) Prior acquisitions over the past five (5) years refer to intentionally or negligently, they supply incorrect or
acquisitions made of shares, non-corporate interests or misleading information in any document, application or other
assets of entities that have assets in the Philippines or paper filed with or submitted to the Commission or supply
generate revenues from sales in, into or from the incorrect or misleading information in an application for a
Philippines. binding ruling, a proposal for a consent judgment,
proceedings relating to a show cause order, or application for
(b) Contemporaneous or concurrent related acquisitions are
modification of the Commission’s ruling, order or approval,
those acquisitions that are executed around the same
as the case may be.”
period of time as, or part and parcel of, the notified
transaction.
(c) Related acquisitions are those acquisitions that are of a ***
similar nature (e.g. in the same markets or similar assets)
or take into consideration the notified transaction in
being negotiated or executed, e.g. those between the
same parties, their affiliates, successors-in-interest or
assigns.

Sections 9.1 to 9.2

In the event that a document provided under these sections
is executed abroad, it must be authenticated before the
Philippine embassy or consular office of the place where such
document was executed. The original copies, and not mere
photocopies, must be submitted to the MAO prior to the
expiration of the prescribed periods.

Section 9.1
Pursuant to PCC Clarificatory Note 16-001, a definite
agreement may be in the form of a share purchase
agreement, asset purchase agreement, joint venture
agreement, or other similar agreement. The inclusion of
conditions which must be fulfilled by a party or the parties to
make the agreement effective against a party or the parties
will not negate the definitive nature of the agreement.
In relation to Section 2.1 of the Rules of Merger Procedure,
the Parties to a transaction that meet the thresholds are
required to notify the PCC within thirty (30) days from the
signing of the definitive agreement relating to the
transaction.

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