Aida Araceli G. Roxas-Rivera | Christianne Grace F. Salonga | Jude Francis S. Rebosa
The Philippine Competition Commission (PCC) has issued Commission Resolution No. 04-2025, adjusting the notification thresholds for mergers and acquisitions pursuant to Section 17 of Republic Act No. 10667, otherwise known as the Philippine Competition Act (PCA). Section 17 of the PCA requires parties to a merger or acquisition to notify the PCC if the transaction meets the prescribed thresholds, within 30 days prior to consummation.
For a merger or acquisition to be subject to compulsory notification with the PCC, both the Size of Party (SOP) and Size of Transaction (SOT) thresholds must be exceeded. The SOP threshold pertains to the aggregate value of the assets or revenues of the ultimate parent entity of either party to the transaction, while the SOT threshold relates to the total value of the assets or revenues of the acquired entity, including all entities it controls.
Commission Resolution No. 04-2025 supersedes Commission Resolution No. 01-2024, which previously set the thresholds at PhP 7.8 Billion for the SOP and PhP 3.2 Billion for the SOT.
Effective 01 March 2025, parties to mergers or acquisitions are required to notify the PCC when:
a. SOP exceeds PhP 8.5 Billion; and
b. SOT, as defined under Rule 4, Section 3(b), subsections (1), (2), (3), or (4), or Section 3(d) of the Implementing Rules and Regulations (IRR) of the PCA, exceeds PhP 3.5 Billion.
The adjusted notification thresholds shall likewise apply to joint venture transactions under Rule 4, Section 3(d) of the IRR.
The PCC reviews and adjusts the compulsory notification thresholds annually, based on the growth of the Philippine nominal gross domestic product, to ensure continued relevance in light of evolving economic conditions.