Antitrust watchdog issues guidelines on merger reviews under Bayanihan 2


Posted at Oct 05 2020 12:32 PM | Updated as of Oct 05 2020 12:34 PM

Antitrust watchdog issues guidelines on merger reviews under Bayanihan 2 1
The Philippine Competition Commission office in Quezon City. Mark Demayo, ABS-CBN News/File

MANILA - The Philippine Competition Commission (PCC) on Monday said it has issued guidelines on mergers and acquisitions in compliance with the provisions under the Bayanihan to Recover as One law.

The published guidelines take effect on October 5, Monday detail rules on exemptions for compulsory notification and motu proprio review, computation threshold and option for voluntary notification under Sec. 4 (eee) of Bayanihan 2

The said provision exempts transactions with values below P50 billion if entered within 2 years from the effectivity of the country's second coronavirus response law. It also suspended the PCC's exercise of motu proprio review of these transactions for 1 year, the PCC said in a statement.

"Mergers and acquisitions entered into within two (2) years from the date of effectivity of the “Bayanihan to Recover as One Act” on 15 Sept. 2020 with transaction values below Fifty Billion Pesos (P50,000,000,000.00) shall be exempt from compulsory notification under Section17 of the Philippine Competition Act," the PCC said.

Under the guidelines, the following transactions are still subject to compulsory notification:

  • Transaction value is at least PHP 50 billion 
  • Or entered into before the effectivity of Bayanihan 2 and exceed the applicable thresholds when the definitive agreement was signed. 

P50 billion is the new size of person (SOP) and the size of transaction (SOT) thresholds for compulsory notification, the PCC said.

Prior to the new rules, the thresholds were adjusted annually and set at P2.4 billion for SOT and P6 billion for SOP for 2020, it said.

The PCC said it was currently reviewing 5 transactions notified before the effectivity of Bayanihan 2.

Motu proprio review not covered by Bayanihan 2:

  • Entered into before the effectivity of Bayanihan 2 which have not yet been the subject of PCC review or
  • Pending review by PCC before the effectivity of Bayanihan 2. 

“The PCC recognizes the need to strike a balance in implementing the policy objectives of promoting business continuity under the Bayanihan 2 and looking after market efficiency and consumer welfare under the Philippine Competition Act,” said PCC Chairperson Arsenio Balisacan. 

“With fewer merger notifications expected, the PCC will intensify action in other areas of enforcing the competition law especially against anti-competitive agreements and abusive practices that harm consumers or unscrupulously take advantage of the crisis,” he added.