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Notification Form
PHCC notification form for mergers and acquisitions
Your Browser Doesn't Support Canvas. Showing the Text Content of the PDF Instead: TRANSACTION NUMBER ASSIGNED
NOTIFICATION FORM
INFORMATION REQUIRED – This form provides a framework for supplying to the Philippine Competition Commission the
information required under Section 17 of the Philippine Competition Act and Rule 4 of the Regulations. This form should be
completed separately by each party to the proposed transaction. The requested information may be provided on the form or in
appendices identified by the corresponding section number used in the form and should be bound together. It is preferable if
parties submit their respective completed forms simultaneously.
1.
GENERAL INFORMATION
1.1. Is this filing for a cash tender offer?
1.2. Bankruptcy?
☐ Yes
☐ No
☐ Yes
☐ No
1.3. Ultimate Parent
Name:
Entity (UPE)
Mailing address of head office:
Web site:
Telephone number:
Fax number:
1.4. The filing UPE is:
☐ an acquiring party
☐ an acquired party
☐ both
1.5. The filing UPE is:
☐ a corporation
☐ an unincorporated entity
☐ a natural person
☐ other (specify) Click or tap here to enter text.
1.6. Entity Acquiring or
☐ Not applicable
Acquired (if different
Name:
from UPE)
Mailing address:
1.7. Is this Form being filed on behalf of the UPE by another entity authorized by it to file pursuant to Rule 4, Section 2 of the
Regulations? If Yes, attach to this Form the certified copy of the authorization from the UPE.
☐ Yes
☐ No
1.8. Entity Filing
☐ Not applicable
Notification (if
Name:
different from UPE)
Mailing address:
IDENTIFICATION OF PERSONS TO CONTACT REGARDING THIS FORM
1.9. Individual to Contact
1.10. Alternate Individual to Contact
Name:
Name:
Title:
Title:
Mailing address:
Mailing address:
Telephone number:
Telephone number:
Fax number:
Fax number:
Email address:
Email address:
1.11. Is this Form being filed on behalf of a foreign UPE?
☐ Not applicable
☐ Yes
☐ No
Name:
If yes, provide contact information of an individual
Mailing address:
located in the Philippines authorized to receive
Telephone number:
communications on behalf of the UPE regarding this
Fax number:
notification and related proceedings.
Email address:
FEE INFORMATION
1.12. Payment of fees:
☐ Included in full
☐ Not included but will be remitted by the party supplying this notice
☐ Will be made in full by another party to the transaction
☐ Partly included, remaining payment to be remitted by another party to the transaction
1.13. Method of payment:
☐ Check
☐ Wire transfer
1.14. If paying by wire transfer:
Name of financial institution: Click or tap here to enter text.
Merger Notification Form (as of 31/08/2016) - Page 1 of 7
☐ Not applicable
Confirmation number:
Click or tap here to enter text.
1.15. Date expected of payment:
Click or tap to enter a date.
1.16. Official receipt for fee payment should be issued to:
Click or tap here to enter text.
2.
THE PARTIES TO THE TRANSACTION
2.1. Name, address, and UPE(s)
of entity(s) making the
(1)
acquisition
(2)
2.2. Name, address, and UPE(s)
of entity(s) whose assets,
voting securities, or noncorporate interests are
being acquired
Name:
Mailing address:
UPE(s):
Name:
Mailing address:
UPE(s):
(1)
(2)
To supply additional information, please attach appendices where applicable. Indicate the
appendix number and the number of pages contained in each appendix in the appropriate
column beside each section of this form. When attaching each appendix to this Form, clearly
indicate the appendix number on the upper right corner of the first page of the appendix.
2.3. Name and address of each entity directly or indirectly controlled by the filing UPE (the
filing UPE and each entity identified in item 2.3 collectively comprise the “Notifying
Group”).
2.4. Describe the worldwide operations of the Notifying Group [identified in 2.3] and state
the worldwide sales of the Notifying Group in the most recent year (identifying the
year).
2.5. Provide a diagram or chart describing the relationship between the filing UPE, the
Acquiring or Acquired entity (if different from the UPE), and each entity identified in 2.3,
including the percentage owned and the names of other parents, before and after the
proposed transaction (submit two separate diagrams).
Appendix
Reference
Number
No. of
Pages
M.A.O. Use
3.
THE PROPOSED TRANSACTION SUBJECT TO THE NOTIFICATION
3.1. Type of proposed transaction (put an “X” in all the boxes that apply):
☐ Acquisition of assets
☐ Merger
☐ Acquisition of shares
☐ Joint venture
☐ Acquisition of an interest in a non-corporate entity
☐ Other (describe) Click or tap here to enter text.
VALUE OF THE PROPOSED TRANSACTION AS DETERMINED IN THE MANNER PRESCRIBED IN THE REGULATIONS
SIZE OF PARTY
3.2. Gross revenues from sales in, into or from the Philippines 3.3. Aggregate value of assets in the Philippines owned by the
of the filing UPE, including all entities it controls, directly
filing UPE, including all entities it controls, directly or
or indirectly (₱MM):
indirectly (₱MM):
₱ __________
₱ __________
ACQUISITION OF ASSETS
Merger Notification Form (as of 31/08/2016) - Page 2 of 7
3.
THE PROPOSED TRANSACTION SUBJECT TO THE NOTIFICATION
3.4. For a proposed merger or acquisition of assets in the 3.5. Gross revenues generated in or into the Philippines by
Philippines, the aggregate value of assets in the
assets to be acquired in the Philippines and outside the
Philippines to be acquired (₱MM):
Philippines (₱MM):
₱ __________
3.6. For a proposed merger or acquisition of assets outside
the Philippines, the aggregate value of assets in the
Philippines of the acquiring entity and entities it controls
(₱MM):
₱ __________
3.8. For a proposed merger or acquisition of assets inside and
outside the Philippines, the aggregate value of assets in
the Philippines of the acquiring entity and entities it
controls (₱MM):
₱ __________
₱ __________
3.7. Gross revenues generated in or into the Philippines by
those assets acquired outside the Philippines (₱MM):
₱ __________
3.9. Gross revenues generated in or into the Philippines by
those assets acquired in and outside the Philippines
(₱MM):
₱ __________
ACQUISITION OF SHARES
3.10. Aggregate value of assets in the Philippines owned by the 3.11. Gross revenues from sales in, into, or from the
entity to be acquired and entities it controls (₱MM):
Philippines of the entity to be acquired and entities it
controls (₱MM):
₱ __________
3.12. Percentage of voting shares already held:
__________ %
₱ __________
3.13. Total percentage of voting shares to be held as a result of
the acquisition:
__________ %
ACQUISITION OF AN INTEREST IN A NON-CORPORATE ENTITY
3.14. Aggregate value of assets in the Philippines owned by the 3.15. Gross revenues from sales in, into or from the Philippines
non-corporate entity to be acquired and entities it
of the non-corporate entity to be acquired and entities it
controls (₱MM):
controls (₱MM):
₱ __________
3.16. Percentage of non-corporate interests already held:
__________ %
₱ __________
3.17. Total percentage of non-corporate interests to be held as
a result of the acquisition:
__________ %
JOINT VENTURES
3.18. Aggregate value of assets to be combined or contributed 3.19. Gross revenues generated in the Philippines by assets to
to the proposed joint venture(₱MM):
be combined or contributed into the proposed joint
venture(₱MM):
₱ __________
₱ __________
To supply additional information, please attach appendices where applicable. Indicate the
appendix number and the number of pages contained in each appendix in the appropriate
column beside each section of this form. When attaching each appendix to this Form, clearly
indicate the appendix number on the upper right corner of the first page of the appendix.
4.
SUMMARY OF THE PROPOSED TRANSACTION
4.1. Describe the proposed transaction, including the parties to the transaction, the assets,
shares, or other interests being acquired, whether the assets, shares, or other interests
Merger Notification Form (as of 31/08/2016) - Page 3 of 7
Appendix
Reference
Number
No. of
Pages
M.A.O. Use
To supply additional information, please attach appendices where applicable. Indicate the
appendix number and the number of pages contained in each appendix in the appropriate
column beside each section of this form. When attaching each appendix to this Form, clearly
indicate the appendix number on the upper right corner of the first page of the appendix.
are being purchased, combined, or otherwise transferred, the consideration given and
received by each of the parties (e.g., cash, assets, shares, interests), the intended
structure of ownership and control after the completion of the transaction, the major
events required to bring about the completion of the transaction, and a description of
the business objectives the parties intend to achieve through the proposed transaction.
If the transaction is to be an acquisition of assets or shares, describe all general classes
of the assets to be acquired or assets of the acquired entity and entities it controls,
respectively (examples: cash, land, intellectual property, merchandising inventory,
manufacturing plants, distribution facilities, retail stores, etc.).
4.2. If the transaction is to be a joint venture, state:
a) the name and business address of the joint venture;
b) the contributions that each entity forming the joint venture has agreed to
make, including a description and the value thereof, and the consideration that
each contributing entity will receive for its contribution;
c) a general description of the business in which the joint venture will engage,
including the location of its principal assets, its principal types of products or
activities and the geographic areas in which it will do business; and
d) the duration of the joint venture.
4.3. Identify each other country or jurisdiction in which a notification of the proposed
transaction has been or, to the best of the knowledge of the party supplying this notice,
will be filed. When applicable, provide the date on which each country or jurisdiction
was notified.
5.
OPERATIONS OF THE PARTIES IN THE PHILIPPINES
5.1. List all domestic and foreign entities within the Notifying Group that have assets in the
Philippines or generate revenues from sales in, from or into the Philippines. For each
entity, provide the name, business address, and a brief description of the nature of the
business. For entities that file annual reports with the Philippine Securities and
Exchange Commission, provide the SEC Registration Number of each of the entities.
5.2. Identify each entity that holds ten percent (10%) or more of the outstanding voting
shares or non-corporate interests of the entities listed in 5.1. For limited partnerships,
only the general partner(s), regardless of percentage held, should be listed.
5.3. Provide a diagram or chart describing the relationships between the filing UPE, each
Acquired or Acquiring entity(s), and each entity listed in 5.1 and 5.2 before and after the
proposed transaction (provide two separate charts or diagrams). Include the
percentages owned.
5.4. Identify and describe each line of business in which the entities identified in 5.1
operated (assets in, sales in or into and/or from the Philippines) in the most recent year
(identifying the year), each of the principal categories of product(s) and/or service(s) in
each line of business, and state the revenues derived in each such line of business in the
Philippines in the most recent year. Describe the provinces or cities within the
Philippines in which the entities operate each line of business, if smaller than the
Philippines. For each line of business, identify the entity(s) or business unit that
generated the reported revenues.
6.
HORIZONTAL AND VERTICAL RELATIONSHIPS
6.1. State whether any of the entities within the Notifying Group operated in the same line
of business (or in the case of a joint venture, will operate in the same line of business),
in any part of the Philippines in the most recent year with any entity within the
Notifying Group of the other party to the transaction. For each overlapping line of
business, describe the products and services provided by each party, by sales channel,
and the provinces or cities in the Philippines where the products or services are
supplied.
6.2. State whether any of the entities in the Notifying Group were in a vertical relationship in
Merger Notification Form (as of 31/08/2016) - Page 4 of 7
Appendix
Reference
Number
No. of
Pages
M.A.O. Use
To supply additional information, please attach appendices where applicable. Indicate the
appendix number and the number of pages contained in each appendix in the appropriate
column beside each section of this form. When attaching each appendix to this Form, clearly
indicate the appendix number on the upper right corner of the first page of the appendix.
a market including any part of the Philippines in the most recent year (or in the case of a
joint venture, will be in a vertical relationship) with any entity within the Notifying
Group of the other party to the transaction. For each vertical relationship, describe the
vertical relationship.
6.3. For each of the overlapping lines of business described above, and for each vertical
relationship, identify the market(s) in which the overlaps and/or relationship exists, and
provide:
a) estimates of the gross revenues in each such market;
b) the estimated market shares of each party to the transaction in each such
market;
c) the identity and estimated market share of each other economic participant;
d) marketing and strategic plans for the last three (3) years; and
e) a list of competitors (with contact information).
6.4. If both parties are sellers in one or more markets identified in 6.3, for each such market
identify the top 10 customers of each party to the transaction, separately by sales and
volume, in, into or from, the Philippines (for the most recent year). If both parties are
buyers in one or more markets, identify the top 10 suppliers of each party to the
transaction, separately by sales and volume, in, into or from, the Philippines (for the
most recent year). Include:
a) customer or supplier name and address;
b) contact person at the company;
c) telephone number for the contact person; and
d) the annual volume and the value of sales for each customer or supplier in the
most recent year.
6.5. Explain the bases for your responses to 6.3, including the identification of the sources of
information used in your responses.
6.6. (For the Acquiring Group only) Identify prior acquisitions over the past five years, and
contemporaneous or concurrent related acquisitions. Provide the name of the entity
from which the voting shares, non-corporate interests or assets were or are being
acquired; the office address of that entity prior to the acquisition, whether voting
shares, non-corporate interests or assets were acquired, the consummation date of the
acquisition, and the lines of business of the acquired entity.
7.
DOCUMENTS TO BE SUBMITTED
7.1. Submit a copy of each executed legal document (or the most recent draft of that
document if it is not yet executed) that is to be used to implement the proposed
transaction, such as a memorandum of agreement, term sheet, or a letter of intent to
merge or acquire. Also, submit all non-compete agreements.
7.2. Submit all studies, surveys, analyses and reports that were prepared or received by an
officer or director of any of the entities in the Notifying Group—or in the case of an
unincorporated entity, an individual who serves in a similar capacity—for the purpose of
evaluating or analyzing the proposed transaction with respect to market shares,
competition, competitors, markets, potential for sales growth or expansion into new
products/services or geographic regions and the dates on which the documents were
prepared. For each document, provide the date on which the document was prepared.
7.3. Submit confidential information memoranda, bankers’ books and other third party
consultant materials and synergy documents related to the sale of the acquired entity
or assets. For each document, provide the date on which the document was prepared.
7.4. Submit a copy of the most recent annual report for the filing UPE, the Acquired or
Acquired entity (if different from UPE), and each entity identified in 6.1 and 6.2 (or, if
the annual report is not available or if the financial statements are different from those
contained in the report, audited financial statements relating to the principal businesses
of the entity for its most recently completed fiscal year).
Merger Notification Form (as of 31/08/2016) - Page 5 of 7
Appendix
Reference
Number
No. of
Pages
M.A.O. Use
To supply additional information, please attach appendices where applicable. Indicate the
appendix number and the number of pages contained in each appendix in the appropriate
column beside each section of this form. When attaching each appendix to this Form, clearly
indicate the appendix number on the upper right corner of the first page of the appendix.
8.
OATHS AND SOLEMN AFFIRMATIONS
8.1. Affidavit attesting that a binding preliminary agreement has been executed and that it
has a good faith intention of completing the proposed transaction.
8.2. Authorization (e.g., Secretary’s Certificate, Partnership Resolution, Special Power of
Attorney) for the party making this notification in behalf of its UPE.
9.
MISCELLANEOUS
9.1. Does this Form come with an electronic storage device which contains electronic copies
of this Form and its appendices?
☐ Yes
☐ No
9.2. (For the Acquiring Group only) Submit an abstract of the proposed transaction along
with a description of the parties, which will be posted in the Commission’s website upon
the parties’ receipt of the Commission’s decision in Phase I.
Merger Notification Form (as of 31/08/2016) - Page 6 of 7
Appendix
Reference
Number
No. of
Pages
M.A.O. Use
CERTIFICATION
This NOTIFICATION FORM, together with any and all appendices and attachments thereto, was prepared and assembled under my
supervision in accordance with instructions issued by the Philippine Competition Commission. The information and data provided
herein are complete, true and correct to the best of my knowledge and/or based on authentic records.
NAME
TITLE
SIGNATURE
DATE
SUBSCRIBED AND SWORN to before me this ___ day of _______________ at __________________, with the affiant/s exhibiting
to me their identification documents as follows:
NAME
Competent Evidence of Identity
NOTARY PUBLIC
Doc. No. ______;
Page No. ______;
Book No. ______;
Series of 201_.
Merger Notification Form (as of 31/08/2016) - Page 7 of 7
DATE and PLACE ISSUED
