The Philippines has a compulsory notification regime. In assessing M&A transactions, the PCC determines whether such transactions will substantially prevent, restrict or lessen competition (“SLC”) in the relevant market. The PCC’s Rules on Merger Procedure and Merger Review Guidelines provide more detailed information on the assessment of M&As.

The merger assessment process includes:

1. Sufficiency Determination Stage – Upon receipt of the Parties’ Notification Forms, the PCC conducts a sufficiency check to verify if the information and documents provided are complete. The PCC has 15 calendar days to check the documents and a 15 day period for the parties to comply and respond to the Notice of Deficiency
2. Phase 1 Review – Within 30 calendar days, the PCC determines if a merger is likely to give rise to competition concerns, or if it may be cleared within the Phase 1 review period. If the PCC identifies competition concerns in Phase 1 review such that a favorable decision cannot be rendered, or on the basis of all information before it, is unable to form a conclusion that the merger does not raise competition concerns, the merger shall be subjected to a Phase 2 review.
3. Phase 2 Review – The PCC determines whether the proposed merger is likely to result in SLC in the relevant market or in the market for goods and services as determined by the PCC. The Phase 2 review period takes place within 60 calendar days.

For Voluntary Notification of Motu Proprio Review of transactions:

a. Notification and Sufficiency Determination Stage (only for Voluntary Notification) – 15 calendar days and a 15-day period for the parties to comply and respond to the Notice of Deficiency
b. Phase 1 Review – 75 calendar days
c. Phase 2 Review – 120 calendar days

Note that all periods are subject to voluntary waiver and request for extension of the statutory periods by the parties.

Pursuant to the PCC Rules on Expedited Merger Review, the following mergers are qualified for expedited review:

1. There are no actual or potential horizontal or vertical (including complementary) relationship in the Philippines between the acquiring entity, including its Notifying Group, and the acquired entity and the entities it controls;
2. The merger is a global transaction where the acquiring and acquired entities identified in the definitive agreement are foreign entities (“foreign parents”), and their subsidiaries in the Philippines act merely as manufacturers or assemblers of products with at least 95% of such products exported to the foreign parents, subsidiaries, affiliates or third parties located outside the Philippines; provided, that the remaining 5% product sales in a market in the Philippines is minimal in relation to the entirety of such Philippine product market;
3. The candidate relevant geographic market of the merger is global and the acquiring and acquired entities have negligible or limited presence in the Philippines;
4. Joint ventures, whether incorporated or not, formed purely for the construction and development of a residential and/or commercial real estate development project.
   
   

However, due to the Interim Guidelines During Periods of Community Quarantine dated 25 May 2021, which remains in effect to date (15 January 2025), the acceptance of expedited review notification forms is currently suspended.