Republic Act No. 10667, or the Philippine Competition Act (PCA), governs merger control in the Philippines. The Philippine Competition Commission (PCC), through its Mergers and Acquisitions Office (MAO), reviews transactions and can prohibit them, require modifications or accept binding commitments. Generally, transactions which substantially prevent, restrict or lessen competition are prohibited. The PCA nevertheless expressly allows transactions to proceed where the parties prove that the resulting efficiency gains outweigh the adverse effects.

A merger, acquisition or joint venture is subject to compulsory notification if both the size-of-party (SOP) and size-of-transaction (SOT) tests are met. The SOP test considers the Philippine assets or annual gross revenues from sales in, into or from the Philippines of either party’s ultimate parent entity (UPE), together with all entities it directly or indirectly controls. The SOT calculation depends on whether the transaction involves a merger, acquisition of assets or shares or a joint venture (JV).

Foreign-to-foreign transactions may be notifiable if the applicable notification requirements are met. Minority share acquisitions may also require notification upon crossing the applicable voting thresholds or establishing joint control. Contractual and incorporated JVs may be notifiable if the monetary thresholds and joint-control requirements are met. Internal restructuring within the same UPE group is generally exempt from compulsory notification where there is no change in ultimate control. Transactions below the notification thresholds may still be reviewed by the PCC on its own initiative.

The process begins with a 15-calendar-day sufficiency assessment, followed by a 30-calendar-day Phase I review and, if necessary, a further 60-calendar-day Phase II review. Phase I starts on the first business day after payment of the filing fee following the sufficiency assessment. Extensions and suspensions may apply under the rules.

A notifiable transaction may not be consummated before the transaction is approved by the PCC or the applicable waiting period expires. A notifiable transaction consummated in breach of this requirement is void and will expose the merger parties and their UPEs to an administrative fine of 1% to 5% of the value of the transaction.

Notification is compulsory if the merger or acquisition transaction satisfies both the SOP and SOT thresholds:

SOP: At least one of the acquiring or acquired entities’ UPE together with all entities it directly or indirectly controls, has Philippine assets or annual gross revenues from sales in, into or from the Philippines exceeding PHP 9.1 billion.

SOT: The value of the transaction exceeds PHP 3.8 billion. This value is based on the Philippine assets or revenues specified in the rules for each type of transaction (asset acquisitions, share acquisitions, mergers and joint ventures), not on the purchase price.

These thresholds took effect on 1 March 2026 and are adjusted annually. For share acquisitions, notification is also required only if the acquisition results in the acquirer and its affiliates holding more than 35% of the target’s outstanding voting shares, or more than 50% if they already hold more than 35%.

Transactions between entities with the same UPE that do not result in a change of control, such as internal restructurings, are exempt from compulsory notification.

Transactions below the thresholds do not require notification, but the PCC may still review the ransaction below the notification thresholds on its own initiative or motu proprio if there is reason to believe that the transaction will substantially prevent, restrict, or lessen competition in the relevant markets. If the parties are unsure whether the transaction may be subject to a compulsory notification, they may seek a pre-notification consultation with the PCC and, where appropriate, obtain a letter of non-coverage confirming that compulsory notification is unnecessary.

A letter of non-coverage addresses only the compulsory filing requirement and it does not  constitute a substantive clearance or an exemption from the prohibition on anti-competitive mergers.

Parties to a notifiable merger or acquisition are prohibited from consummating the transaction until the PCC approves it or the applicable waiting period expires. The PCC has clarified that an agreement is deemed consummated when “the parties have transferred, conveyed, assigned, encumbered any right, title, interest, property or asset pursuant to the executed definitive agreement or agreements, or more generally, acted in exercise of their rights and obligations as transacting parties under the definitive agreement or agreements.” The PCC determines whether the parties have exercised such rights and obligations based on the circumstances of the transaction.

Acquisitions of voting securities through tender offers, third-party transactions or open-market purchases are subject to compulsory notification if the applicable thresholds are met. Where securities are acquired from the issuer’s shareholders rather than from the issuer itself, the implementing rules of the PCA require the acquirer to notify the issuer of the proposed acquisition so that the issuer is aware of its reporting obligation. In that case, only the acquiring entity must submit an affidavit to the PCC stating that it intends to complete the proposed transaction in good faith and has notified the acquired entity or issuer of its potential reporting obligations. The waiting period begins after the acquiring entity files its complete Notification Form.

The Philippine merger control rules do not allow early closing on grounds of urgency or permit parties to close the transaction before PCC clearance by excluding certain assets and transferring them later.

Mergers, acquisitions of shares or assets, and contractual or incorporated JVs are notifiable if the applicable thresholds under the SOP and SOT tests, as earlier described, are met.

For share acquisitions, the SOT test is met if the acquired entity has assets or gross revenues from, into, or in the Philippines amounting to more than PHP 3.8 Billion and the acquirer and its affiliates will hold more than 35% of the target’s voting shares, or more than 50% if they already hold more than 35%.

For JV transactions, notification is required if both monetary thresholds are met and the transaction establishes joint control.

There is joint control when the JV Partners are able to perform the acts of control, which is defined as the ability to substantially influence or direct the actions or decisions of an entity, whether by contract, agency or otherwise. In determining or testing whether “control” exists, the PCA IRR provides that control is generally presumed when a parent entity holds, whether directly or indirectly through subsidiaries, more than one half of the voting power of another entity, unless it is clearly demonstrated that such ownership does not amount to control.

Control may likewise be found even when an entity holds one half or less of the voting power, if circumstances show that it nonetheless possesses the ability to direct the entity’s decisions or policies. These circumstances include:

• Possessing power over more than one half of the voting rights pursuant to an agreement with other investors;
• Having authority to direct or govern the financial and operating policies of the entity under a statute or agreement;
• Having power to appoint or remove the majority of the members of the board of directors or equivalent governing body;
• Having power to cast the majority of votes at meetings of the board of directors or equivalent governing body;
• Holding ownership of, or the right to use, all or a significant portion of the entity’s assets; and
• Holding rights or contracts that confer decisive influence over the entity’s decision‑making.

With respect to intra-group transactions, these are generally exempt from compulsory notification if the acquiring and acquired entities have the same UPE and the transaction does not result in a change in control. An example of such a transaction is an internal restructuring within a group of companies where there is no change of control. The parties may request a pre-notification consultation for non-binding guidance or, where appropriate, apply for a letter of non-coverage.

A minority interest acquisition is notifiable if the SOP and SOT thresholds are met and the acquirer, together with its affiliates, will hold more than 35% of the target’s outstanding voting rights, or more than 50% if they already hold more than 35%. An acquisition of 35% or less does not, by itself, cross the share-acquisition voting threshold.

However, the percentage of shareholdings acquired does not, by itself, determine control. If the share acquisition does not cross the applicable percentage threshold but gives the parties joint control over the target, it may require notification as a JV transaction. Control may still arise if a shareholder can substantially influence or direct key decisions, such as rights over financial and operating policies or board composition. There may still be joint control if a minority shareholder holds veto rights over essential governance and strategic matters such as appointing directors or officers, approving budgets, or adopting business plans. Control may also arise de facto where minority shareholders agree to vote together or share a strong common interest that leads them to exercise their rights in the same way.

Merger and acquisition transactions are subject to compulsory notification to the PCC if they exceed both the SOP and SOT tests.  As of 1 March 2026, the monetary thresholds are as follows:

Size of party: the UPE of at least one of either the acquiring or acquired entity, together with the entities it controls, must have Philippine assets or annual gross revenues from sales in, into or from the Philippines exceeding PHP 9.1 billion.

Size of transaction: the value of the transaction exceeds PHP 3.8 billion, in any of the following cases:

1. For a merger or acquisition of assets in the Philippines, there is mandatory notification if (a) the aggregate value of the assets acquired or (b) gross revenues generated by these assets in the Philippines exceed PHP 3.8 billion;
2. For a merger or acquisition of assets outside the Philippines, there is mandatory notification if (a) the aggregate value of the assets in the Philippines of the acquiring entity and (b) the gross revenues generated in or into the Philippines by the assets acquired outside the Philippines exceed PHP 3.8 billion;
3. For a merger or acquisition of assets inside and outside the Philippines, there is mandatory notification if (a) the aggregate value of the assets in the Philippines of the acquiring entity and (b) the aggregate gross revenues generated in or into the Philippines by assets acquired in and outside the Philippines each exceed PHP 3.8 billion;
4. For an acquisition of shares in a corporation or an interest in a non-corporate entity, the target and its controlled entities must have aggregate Philippine assets or gross revenues from sales in, into or from the Philippines exceeding PHP 3.8 billion. The acquisition must also result in the acquirer and its affiliates holding more than 35% of the target’s outstanding voting rights, or more than 50% if they already hold more than 35%. For a non-corporate entity, these percentages apply to rights to receive profits or assets on dissolution;
5. For JV transactions, the SOT test is met if: (a) the aggregate value of the assets that will be combined in the Philippines or contributed into the proposed JV or (b) the gross revenues generated in the Philippines by assets to be combined in the Philippines or contributed into the proposed JV exceed PHP 3.8 billion.

The monetary thresholds are adjusted annually on the 1^st of March using the previous year’s official nominal gross domestic product growth, rounded up to the nearest PHP 100 million, and other factors that the PCC may consider relevant.

In the Philippines, the monetary thresholds are based on assets in the Philippines and/or gross revenues from sales, rather than market share.

Gross revenues arise from the entity’s ordinary activities. Annual gross revenues are generally based on the most recent audited financial statements or, if audited financial statements are not required, the last regularly prepared annual statement of income and expense.  For sales of services, the location where the services are rendered is determinative.

For sales of goods, gross revenues “in”, “into” or “from” the Philippines are understood as follows:

1. Sales “in” the Philippines are sales by a Philippine seller to a Philippine purchaser;
2. Sales “into” the Philippines are sales by a foreign seller to a Philippine purchaser (e.g., import);
3. Sales “from” the Philippines are sales by a Philippine seller to a foreign purchaser (e.g., export).

The entity’s annual gross revenues from sales must be expressed in Philippine Peso. If the financial statements are in a foreign currency, the revenues must be converted into the local currency using the foreign exchange rate quoted by the Philippines’ central bank, the Bangko Sentral ng Pilipinas (BSP).

The aggregate value of assets in the Philippines is based on the most recent audited financial statements or, if these are not required, the last regularly prepared balance sheet. Assets are further classified as follows:

1. Tangible Assets: A tangible asset is treated as an asset “in” the Philippines according to its actual physical location, regardless of whether it is owned by a Philippine or foreign entity.
2. Intangible Assets: The location of an intangible asset is determined by the statute conferring the legal rights and privileges associated with it. Thus, intangible assets with rights and privileges conferred by Philippine statute (i.e., patents and copyrights) are assets “in” the Philippines.

For both gross revenues and asset values, amounts stated in a foreign currency must be converted into Philippine pesos using the average BSP exchange rate over the 12 months of the relevant financial year.

For the calendar year 2025, the BSP’s published annual average is USD1.00 = PHP 57.5051 and EUR1.00 = PHP 64.9424. An entity reporting on a different financial year must use the corresponding reporting-period average.

Philippine merger control rules apply to both newly created JVs and acquisitions of joint control over an existing business. Under Philippine law and regulations, a JV refers to a business arrangement in which participants contribute capital, services or assets, direct and govern the relevant policies, and agree to share profits, risks and losses.  A JV may be incorporated or contractual. An acquisition of shares in an existing corporation may also constitute a JV if it results in joint control between the acquiring and existing shareholders.

A JV transaction is notifiable if both the SOP threshold of PHP 9.1 billion and SOT threshold of PHP 3.8 billion are exceeded.

Pursuant to the Guidelines on Notification of Joint Ventures, the SOP test is met by a proposed JV when the aggregate annual gross revenues in, into or from the Philippines, or value of assets in the Philippines of the UPE of at least one of the acquiring or acquired entities, including that of all entities that the UPE controls, directly or indirectly, exceeds PHP 9.1 billion.

On the other hand, the SOT test is met when (i) the aggregate value of the JV Partners’ assets that will be combined in the Philippines or contributed to the proposed JV exceeds PHP 3.8 billion or (ii) the gross revenues generated in the Philippines by assets to be combined in the Philippines or contributed to the proposed JV exceed PHP 3.8 billion.

For a newly created JV, the JV Partners are treated as the acquiring entities and the JV as the acquired entity. If the JV company or contractual JV is yet to be formed, only the Acquiring Entities (i.e., the parties) are required to file a notification with the PCC. In an acquisition of joint control over an existing business, the prospective JV Partners are the acquiring entities, while the existing business and its controlling shareholders are the acquired entities. In this case, the Acquired and Acquiring Entities shall file their respective notifications.

A JV transaction that meets both the SOP and SOT thresholds and creates joint control is subject to the merger control rules. If a JV transaction does not meet these thresholds, it may be reviewed separately under the prohibition on anti-competitive agreements as embodied in the PCA. A foreign JV is not automatically notifiable merely because a parent meets the SOP threshold. The separate SOT test must also be met. A new JV can meet that test through qualifying asset contributions even before it earns revenue. Where the application of the rules is uncertain, the parties may seek PCC guidance.

As a general rule, each transaction that meets the jurisdictional thresholds is subject to mandatory notification.

In an acquisition of voting shares, separate notifications may be required: (i) first, when the Acquiring Entity and its affiliates obtain more than 35% of the voting rights, and (ii) second, if a later acquisition results in their holding exceeding 50%.

However, mergers and acquisitions consisting of successive transactions, including acquisitions of parts of one or more entities, completed within one year between the same parties or their controlled or commonly controlled entities are treated as a single transaction. If the successive steps are covered by a binding preliminary agreement, notification must be based on such agreement. Otherwise, notification is required upon execution of the agreement for the last step that, together with the earlier steps, causes the applicable thresholds to be met. Separate notifiable transactions require separate filings and the applicable filing fees.

The parties must inform the PCC of any substantial change to a notified transaction. Changes to the parties or to the identity, type or quantity of assets or shares being acquired may require a new notification, as determined by the PCC.

The PCA applies to foreign-to-foreign transactions having direct, substantial and reasonably foreseeable effects on Philippine trade, industry or commerce. Thus, the same notification framework applies to domestic and foreign-to-foreign transactions. A transaction is not excluded merely because the parties are incorporated abroad, the agreement is signed abroad or the parties have no Philippine subsidiary. If any of the notifying parties have assets within the Philippines or generate revenues in or into the Philippines and the SOP and SOT thresholds are met, the transaction may be notifiable in the Philippines.

To illustrate:

In 2024, the PCC reviewed DSV Holding Germany GmbH’s acquisition of all the shares in Schenker Aktiengesellschaft, which was valued at approximately EUR14.3 billion. DSV Holding, as the immediate acquiring entity, did not itself operate in the Philippines. However, other companies in DSV’s notifying group operated in the Philippines. Schenker also operated in the Philippines and generated Philippine revenues through its subsidiaries. The PCC reviewed and ultimately cleared the transaction.

The PCC also reviewed and cleared Avolon Acquisitions Holdings Limited’s acquisition of Castlelake Aviation Limited in 2025, although both immediate parties were incorporated in the Cayman Islands. Notably, their aircraft leasing operations had Philippine connections.

Not applicable.

The PCC assesses whether a merger or acquisition is likely to substantially prevent, restrict or lessen competition in a relevant market. It compares the likely competitive conditions with the conditions that would likely exist without it.

For horizontal mergers, unilateral effects may arise where removing competition between the parties allows the merged entity to increase prices or reduce output, quality, choice or innovation on its own. Coordinated effects may arise where the transaction makes coordination among the remaining competitors more likely or effective.

For vertical mergers, foreclosure may arise where the merged entity can restrict competitors’ access to important inputs or customers, worsen the terms of access or raise their costs. Other non-horizontal concerns may include tying or bundling products to exclude competitors.

The same substantive merger test applies across sectors, although the PCC considers the particular facts and regulatory framework of each industry, including whether licenses, permits or other regulatory requirements create barriers to entry.

The PCC considers whether the transaction is likely to substantially prevent, restrict or lessen competition. Factors unrelated to competition do not constitute separate grounds for clearing a transaction.

A transaction that raises competition concerns may nevertheless be cleared if the parties prove that: (i) the efficiencies resulting from the transaction outweigh the harm to competition; or (ii) a party faces actual or imminent financial failure and the transaction is the least anti-competitive option available for its assets. The parties bear the burden of proving either ground.

The PCC may assess ancillary restraints disclosed as part of the notified transaction. The scope of clearance depends on the transaction reviewed and the terms of the PCC’s decision. Disclosure alone should not be treated as separate clearance of every restriction in the agreement.

A seller non-compete should be assessed in light of the transaction, including the business transferred, the activities and territory covered, and its duration. The permissible duration of a seller’s non-compete covenant depends on what is reasonable in the circumstances. The restriction should be reasonably limited in duration, geographical scope and the activities covered, and should not go beyond what is needed to protect the business acquired.

The merger rules provide for notification within 30 calendar days after signing the definitive agreement. This deadline was suspended during the COVID-19 pandemic, but was subsequently reinstated by MC No. 26-004, which took effect on 03 October 2026.

Parties must in all cases observe the prohibition on consummating a notifiable transaction before clearance or lawful expiry of the waiting period.

A notification is deemed made to the PCC upon the submission of the Notification Form and supporting documents. Thus, a letter which merely informs the PCC of the transaction does not constitute notification. If the forms are submitted on time but subsequently returned, the parties must refile before undertaking any act of consummation.

The parties may file the notification once they have signed a preliminary binding agreement or a definitive agreement. Additionally, each notifying party must submit an affidavit confirming that the agreement has been signed and that it intends to complete the transaction in good faith.

Parties may voluntarily request a pre-notification consultation where the transaction structure, group information or potential competition concerns require clarification. Any guidance given during the pre-notification consultation is non-binding and is based on the facts and circumstances disclosed to the PCC.

The request must state the parties’ names and contact details, the type of transaction, and the markets or lines of business involved. The parties may also submit specific questions and relevant documents to the PCC. There is no prescribed lead time for requesting a pre-notification consultation. The timing depends on the questions raised and the information available.

The review process has three principal stages:

1. Sufficiency assessment: After the required parties submit their respective Notification Forms, the PCC determines completeness of the forms and supporting documents within 15 calendar days. In case of a Notice of Deficiency, the parties have 15 calendar days to respond and address the deficiency. Once the PCC has determined the completeness of the submission, it will issue a Notice of Sufficiency.
2. Phase I: The PCC conducts a substantive review of the parties’ submissions for 30 calendar days. Under the merger procedure rules, the period begins on the first business day after payment of the required filing fee following the sufficiency assessment.
3. Phase II: If a more detailed analysis of the transaction is required, the PCC will undertake a Phase II review for 60 calendar days which runs from the day after service of the Phase II notice.

During either Phase I or Phase II, the PCC may issue a Request for Information if it determines that the additional information submitted after the sufficiency assessment is still inadequate for the PCC to conclude that the transaction will not result in a lessening, restriction, or prevention of competition once consummated.

The ordinary substantive review comprises of up to 30 calendar days for Phase I and a further 60 calendar days for Phase II, subject to extensions or suspensions allowed under the rules. These periods exclude the sufficiency assessment. If the applicable review period expires without a decision and, for Phase I, without a Phase II notice, the transaction is deemed approved.

A Notice of Deficiency suspends the 15-day sufficiency period during the sufficiency assessment. The parties then have 15 calendar days to respond to the notice. If a party fails to cure the deficiency, or in cases of materially incomplete or misleading information, the PCC will return the forms and the parties must refile. The review timeline will reset and restart once the new filing is found sufficient and the filing fees are paid.

During Phase I, the parties must respond to requests for further information within the period specified by the PCC. A request does not automatically stop the review period. A party seeking more time must submit the required request and waiver. For the Phase II Request for Additional Information, the response is due within 15 calendar days from receipt, unless extended. The first extension request correspondingly extends the review period, although the PCC may shorten the requested extension.

The parties must disclose substantial changes to the transaction after notification. The PCC will determine whether a new notification is required. Separately, if the parties discover that information submitted during the review was incorrect, incomplete or misleading, they should promptly disclose and correct it. The PCC may review a clearance decision based on such information, whether or not the transaction itself has changed.

The submission of proposed commitments with the prescribed request and waiver suspends the review period for 60 calendar days. The PCC may shorten this period or extend it by up to 30 calendar days. If the PCC does not accept the commitments within that period, the Phase I or Phase II review resumes with the remaining review time. In addition, third-party comments, where requested by the PCC or submitted by the parties, do not automatically suspend the review period, but may lead the PCC to request further information or commence Phase II review.

The PCC may terminate a waiting period before its expiry and can clear a straightforward transaction during Phase I. However, early clearance is discretionary and parties have no entitlement to a particular shortened period.

The separate Rules on Expedited Merger Review remain suspended as at the date of writing.

Each acquiring and acquired pre-acquisition UPE must submit its own notification form, either directly or through an entity it authorises. For purposes of notification, the UPE is the entity controlling the relevant party that is not itself controlled by another entity.

In case of a new JV that has not yet been formed, only the JV Partners (as Acquiring Entities) are required to file. For an acquisition of joint control over an existing business, both the prospective JV Partners and the existing business or its controlling shareholders (i.e., the Acquiring and Acquired Entities) must file the notification.

In acquisitions of voting securities through tender offers, third-party transactions or open-market purchases, the acquirer shall notify the issuer of the shares of its reporting obligation and submit an affidavit to the PCC. This affidavit shall state its intent to complete the proposed transaction in good faith and that it has served the notice to the acquired entity.

The Notification Form requires the following information:

1. Information on the parties (e.g., identity, address and contact details of the UPE, the relevant acquiring or acquired entity, the entity filing the notification, Philippine representative of a foreign UPE, if applicable, and external counsel, if applicable);
2. Corporate structure of the parties (e.g., entities directly or indirectly controlled by the filing UPE, domestic and international operations and total sales of the Notifying Group, and pre- and post-transaction group structure charts);
3. Transaction value and notification thresholds (e.g., type of transaction, Philippine assets and revenues used to determine the SOP and SOT tests, voting shares or non-corporate interests held before and after the transaction; and for a JV, assets to be contributed and the Philippine revenues generated from those assets);
4. Foreign filings, if any;
5. Information on Philippine operations for the Notifying Group;
6. Horizontal and vertical relationships (e.g. product and geographic market explanations; revenues, volumes and market shares; competitors, customers and suppliers; distribution, entry and expansion information; and supporting market studies);
7. Prior acquisitions over the preceding 5 years, contemporaneous transactions and documents concerning the rationale and expected synergies.

The PCC may request further information during its review.

Each notifying party must submit the following supporting documents relevant to its Notifying Group. The Notification Form principally requires:

1. A copy of the signed binding preliminary agreement or definitive agreement;
2. Copies of all non-compete agreements;
3. The Articles of Incorporation, By-Laws, and latest General Information Sheet of the filing UPE and the relevant acquiring or acquired entity, or their foreign equivalents;
4. The required corporate approval of the transaction, typically a Corporate Secretary’s Certificate;
5. Analyses pertaining to companies within each party’s Notifying Group that have potential or actual horizontal or vertical relationships and show the potential market impact of the merger or acquisition;
6. Studies, surveys, analyses and reports prepared or received by an officer or director of an entity in the Notifying Group for the purpose of evaluating the transaction, including its effect on market shares, competition, competitors, markets and potential expansion;
7. Latest annual reports or audited financial statements for the most recently completed fiscal year of the parties and other relevant entities identified in the Notification Form;
8. Confidential information memoranda, bankers’ books, third-party consultant materials and synergy documents relating to the sale of the targets or assets;
9. Ordinary-course documents concerning market position, competition, competitors and potential sales, revenue growth or expansion in the identified markets during the most recent year;
10. An original affidavit confirming that a binding preliminary or definitive agreement has been signed and that the filing UPE and the relevant acquiring or acquired entity intend in good faith to complete the transaction; and
11. An original Secretary’s Certificate, special power of attorney or foreign equivalent authorizing the person signing the Notification Form and the persons representing the notifying party before the PCC.

The Acquiring Group must also submit an abstract of the proposed transaction with a description of the parties. This abstract will be uploaded to the PCC’s website upon the parties’ receipt of the PCC’s decision in Phase I.

Documents written in a language other than English must be submitted with the original and an English translation. An official translator is not required and it is sufficient that the document be translated by any competent person. The translator is required to execute an affidavit attesting to his competence to translate the document into the English language and that the translated document is a true and accurate English translation.

The Notification Form must be signed by the general partner, corporate officer or director, or natural person or legal representative, as applicable under the form, and must be notarised. External counsel may prepare and submit the filing but cannot sign the certification merely by acting as counsel. Foreign-executed documents requiring authentication, such as sworn statements and authority documents, must follow the applicable authentication procedure. An apostille replaces consular authentication where the Apostille Convention applies; otherwise, the applicable consular authentication procedure must be followed.

Requirements concerning the date of the documents vary depending on the document. The  General Information Sheet must be the latest available. Meanwhile, the annual reports or audited financial statements must cover the most recently completed fiscal year while market-related documents must cover the most recent year.

The notification and Phase I fee is PHP 250,000. If the transaction proceeds to Phase II, an additional fee of 0.01% of the prescribed transaction value applies, subject to a minimum of PHP 1 million and a maximum of PHP 5 million.

The PCC does not ordinarily announce that a notification has been filed. If the transaction is cleared after the Phase I review, the PCC publishes a non-confidential version of its decision and transaction abstract on its website.

If the transaction proceeds to Phase II, the PCC may publish a statement identifying the parties, transaction and relevant markets and invite comments after the requested information is submitted.

The PCC may consult third parties such as customers, suppliers, competitors, industry associations, consumer groups, government regulators, experts and other relevant stakeholders through market calls or inquiry letters regarding the market, their views on the transaction, and any competition issue that may arise and its effects on the transaction. Transactions that raise no concerns may be cleared in Phase I without third-party consultation.

The PCC may publish the following classes of information, which it does not consider to be confidential:

1. The fact of the merger itself;
2. Information that relates to the business of any of the merger parties but is not commercially sensitive in the sense that disclosure would cause harm to the business;
3. Information that reflects the merger parties’ views of how the competitive effects of the merger could be analyzed;
4. Information that is general knowledge within the industry, or is likely to be verified by any diligent market participant or trade, finance or economic expert.

The foregoing information, along with a non-confidential version of the decision and the abstract of the merger, may be published by the PCC in case of a favorable decision approving the merger during Phase I review.

Nonetheless, during its submissions, the parties may claim confidentiality on certain information that they consider to be confidential business information, and submit the corresponding non-confidential version. Confidentiality claims should identify the specific information and explain the harm that disclosure would cause. The PCC determines whether the claim is justified.

The PCC may cooperate with foreign competition authorities, exchange non-confidential information and coordinate aspects of cross-border review within the limits of Philippine law. Clearance in another jurisdiction neither replaces a required Philippine notification nor binds the PCC’s substantive assessment.

The PCC has entered into bilateral cooperation arrangements with foreign competition authorities. These include its memorandum of understanding with the Hong Kong Competition Commission, signed on 14 December 2020, and its memorandum of understanding with the State Administration for Market Regulation of the People’s Republic of China, signed on 19 November 2019. These arrangements cover matters such as dialogue on competition law and policy, technical cooperation, enforcement-related cooperation and information exchange, subject to each authority’s law and confidentiality obligations.

Where a merger is subject to review in multiple jurisdictions, the parties may waive the applicable confidentiality protections to allow the PCC to exchange otherwise protected information with foreign competition authorities. There is no express fine, adverse inference or other legal sanction imposed solely because a party declines to provide such a waiver. The principal consequence is procedural: the PCC may not disclose that party’s confidential information to the foreign authority pursuant to the proposed waiver. A refusal may therefore limit coordination between the authorities and result in separate or duplicative requests for information, but it does not, by itself, prevent the PCC from reviewing or clearing the transaction. The PCC may also continue to exchange information that is not confidential.

The PCC may accept structural remedies, behavioural commitments or a combination of both, provided they effectively and proportionately address the identified competition harm. Structural remedies may include divesting a viable business or suitable assets. Behavioural measures may include access, non-discrimination, interoperability, pricing-related safeguards, restrictions on exclusivity and limits on the use of competitively sensitive data.

An upfront buyer is not required in every divestiture. In fact, the PCC Guidelines on Merger Remedies expressly contemplate divestitures without an upfront buyer. In these cases, provisions may be made for the appointment of a divestiture trustee or hold-separate manager.

A divestiture must involve an appropriate business or asset package sold to a suitable purchaser through an effective sale process. The Guidelines on Merger Remedies do not impose a general upfront buyer requirement or a separate purchaser-approval procedure in every case. The PCC must nevertheless be satisfied that the purchaser and the divested business will operate as an effective and independent competitor and preserve or restore competition. The PCC has accepted behavioural commitments in transactions including Grab/Uber and Mynt/ECPay.

Parties may offer voluntary commitments during Phase I or Phase II, before the PCC reaches its decision.

The proposal must explain the competition concern, the proposed measures, their effectiveness and proportionality, and how they will be implemented, monitored and enforced. It must be accompanied by the prescribed request and waiver. Submission of voluntary commitment proposals suspends the merger review for 60 calendar days. The PCC may shorten that period or extend it by up to 30 calendar days.

The PCC may seek comments on proposed remedies from customers, suppliers, competitors, potential purchasers, sector regulators and other government agencies. Subject to the comments that are received, the PCC may require modifications to the proposed remedies by the parties. Once accepted, these commitments are incorporated into a binding commitment decision. While the parties are responsible for implementation, the PCC may set reporting requirements and implementation deadlines and appoint a monitoring trustee at the parties’ expense.

As a matter of policy, the PCC cooperates with competition and regulatory agencies abroad for review of remedies involving multijurisdictional mergers and acquisitions. This is to ensure that the remedies across borders work together efficiently and effectively, avoid inconsistencies and conflicting remedies, and minimize unnecessary duplication of work for merging parties and competition authorities. This is, however, not a guarantee that a remedy accepted in another jurisdiction automatically removes the need for a Philippine commitment.

Failure to notify a consummated notifiable transaction, or closing before clearance or expiry of the waiting period, renders the transaction void and exposes the merger parties and their UPEs to an administrative fine of 1%–5% of the transaction value. Under the merger rules, the starting fine is 3%, adjusted for relevant aggravating and mitigating factors within the prescribed range. Liability extends on the basis specified in the rules, including solidary liability of the parties, their ultimate parent entities and relevant successors or assigns.

For purposes of calculating the fine for failure to notify or breach of the waiting period, the transaction value is the higher of: (i) the value of the Philippine assets subject of the transaction or owned by the acquired entity and its controlled entities; and (ii) the revenues generated by those assets or from sales in, into or from the Philippines by the acquired entity and its controlled entities.

For violations committed after MC No 26-002 took effect, late notification but before consummation of the transaction results in a fine of 0.05% of the transaction value for the first 30 calendar days of delay or fraction thereof, plus 0.01% for every additional 30 calendar days or fraction thereof, subject to a maximum penalty of PHP 2.5 million.

For a merger or acquisition transaction prohibited by the PCA, MC No 26-002 prescribes a penalty of up to PHP 125 million for the first offense. For the second and subsequent offense, a fine ranging from PHP 125 million to PHP 310 million applies.

Failure to comply with a PCC order may result in a fine of PHP 60,000–PHP 2.5 million for each violation, with a similar daily penalty accruing from 45 calendar days after service of the ruling, order or decision until full compliance. If a violation involves trade or movement of basic necessities and prime commodities as defined in Republic Act No. 7581, or the Price Act, the fine imposed by the PCC or the courts shall be tripled.

A person who suffers direct injury from a violation may also bring a separate and independent civil action after the PCC has completed its preliminary inquiry. If the parties have already closed or implemented a notifiable transaction without clearance, they should promptly disclose the position to the PCC, make any outstanding filing and cooperate with the review. They should stop further integration and, as far as practicable, keep the businesses operating separately pending PCC directions. These steps do not validate the transaction or remove liability.

An incomplete form may be rejected or returned and the PCC may require the parties to refile the notification. Failure to comply with a Request for Information during Phase II review within the prescribed period without an extension may likewise cause the notification to expire. The PCC may require a new filing where the information supplied does not support the notified transaction.

The intentional or negligent submission of incorrect or misleading information may result in a separate administrative fine. MC No 26-002 raises the maximum to PHP 1.25 million for violations after its effectivity. Misleading information includes material omissions or concealment capable of creating a false impression. In determining the number of violations, each written document containing such information constitutes one violation under the amended rule.

A final PCC order or decision may be appealed to the Court of Appeals in accordance with the Rules of Court within 15 calendar days from receipt of the decision or denial of a timely-filed motion for reconsideration. The PCC must be included as a respondent under the merger procedure rules. An appeal does not automatically stay execution of the decision unless the court directs otherwise. A third party’s right to appeal depends on its legal standing and the applicable procedural rules.

Recent PCC practice shows closer scrutiny of transactions involving digital platforms, access to payment networks and the use of data. In a recent decision, the PCC identified possible ecosystem-based and data-driven foreclosure effects and cleared the transaction subject to commitments on pricing transparency, fair access, service quality, separate IT systems and compliance monitoring. The PCC’s Guidelines on Merger Remedies also provide a more detailed framework for the design, implementation and monitoring of structural and behavioral remedies.

The PCC increased the notification thresholds to PHP 9.1 billion and PHP 3.8 billion from 1 March 2026 and issued a revised notification form in March 2026. Subsequent issuances adjusted monetary sanctions, provided for reinstatement of the post-signing notification deadline, and introduced rules on electronic submissions.

Three (3) developments should be monitored.

First, the PCC has published a draft 2026 Revised Notification Form and Instructions to Form and has invited public comments until 30 September 2026. The revision aims to reorganize documentary materials and information requirements to improve the overall efficiency of pre-merger reviews.

Second, the PCC is preparing new guidelines for exemptions from compulsory notification of public-private partnership projects under the Public-Private Partnership Code. The proposed guidelines, however, remain under consultation and are not yet in effect.

Third, MC No 26-003 provides that electronic filing will become the exclusive mode from 1 January 2027, unless the PCC directs otherwise. Documents expressly required in original or hard-copy form must still be submitted in that form.

As notification thresholds are adjusted annually, parties should check the applicable thresholds and any transitional provisions when assessing their filing obligation.