The Philippine Competition Commission (“PCC”) has issued Commission Resolution No. 02-2026, adjusting the mandatory notification thresholds for mergers and acquisitions (M&As) under the Philippine Competition Act (“PCA”). The Resolution, which amends Section 3 of PCC Memorandum Circular No. 18-001, took effect on 1 March 2026.
Under the revised thresholds, parties to a merger or acquisition are required to notify the PCC if both the Size of Party and Size of Transaction tests are met. The Size of Party threshold has been increased to Nine Billion One Hundred Million Pesos (PhP9,100,000,000.00), while the Size of Transaction threshold has been adjusted to Three Billion Eight Hundred Million Pesos (PhP3,800,000,000.00). These revised thresholds likewise apply to joint venture transactions.
The adjustment represents an increase from the previous thresholds of Eight Billion Five Hundred Million Pesos (PhP8,500,000,000.00) for the Size of Party and Three Billion Five Hundred Million Pesos (PhP3,500,000,000.00) for the Size of Transaction.
According to the PCC, the revisions are intended to reflect inflation, economic growth, and prevailing market conditions, thereby ensuring that regulatory resources are directed toward transactions more likely to result in a substantial lessening of competition.
The Resolution also affirms the PCC’s authority under Sections 12 and 19 of the PCA to determine and adjust notification thresholds. Consistent with its long-standing practice, the thresholds will continue to be automatically adjusted every 1 March based on the nominal Gross Domestic Product (GDP) growth of the previous calendar year, as derived from Philippine Statistics Authority data, rounded up to the nearest hundred million pesos.
While transactions falling below the revised thresholds are not subject to mandatory notification, the PCC retains the authority to review such transactions motu proprio if there are indications that they may substantially prevent, restrict, or lessen competition in a relevant market.
The updated thresholds are expected to reduce the volume of notifiable transactions and allow the PCC to concentrate its review capacity on larger or more competition-sensitive deals. Parties contemplating mergers, acquisitions, or joint ventures are advised to reassess their notification obligations under the revised framework and consider early regulatory analysis in structuring transactions.
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