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Notification Form Instructions

PHCC instruction in filling notification form

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FOR MERGERS AND ACQUISITIONS
INSTRUCTIONS
GENERAL
The Notification Form (the “Form”) is required to be submitted
pursuant to Rule 4 of the Implementing Rules and Regulations of
Republic Act No. 10667 (the “Rules”).
Information
The central office for information and assistance concerning the
Rules and the Form is:
Mergers and Acquisitions Office
Philippine Competition Commission
25th Floor, Vertis North Corporate Center,
North Avenue, Quezon City
Telephone: (+632) 7719-722
Email: mergers@phcc.gov.ph
Copies of the Form, Instructions and Rules are available at
www.phcc.gov.ph.
Definitions
The definitions and other provisions governing this Form are set
forth in the Rules. Additional clarification on items mentioned in
the Form is provided below.
“Acquired entities” refer to those entities whose assets, voting
securities or non-corporate interests are being acquired.
“Acquired group” refers to the acquired entities, its ultimate
parent entity and all its affiliates.
“Acquiring entities” refer to those entities making the acquisition.
“Acquiring group” refers to the acquiring entities, its ultimate
parent entity and all its affiliates.
“Affiliate” refers to any entity who, alone or together with any
other entity, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common
control with, the subject entity. “Affiliates” include:

Year
Unless otherwise stated, all references to “year” refer to calendar
year. If the data are not available on a calendar year basis, supply
the requested data for the fiscal year reporting period which most
nearly corresponds to the calendar year specified.
Filing
Prior to filing, notifying parties are encouraged to seek prenotification consultation (“PNC”) with the MAO staff and seek
guidance in filling up their draft Form. PNCs are most useful when
the merging parties can provide the PCC with a draft Form and
confirm what information PCC is likely to require pursuant to the
Form in relation to their transaction. Particularly, the merging
parties are encouraged to validate their identified markets with the
PCC during the PNCs in order to avoid submitting an insufficient
Form.
Notifying parties must complete and submit the Form, along with
all documentary attachments, to:
Mergers and Acquisitions Office
Philippine Competition Commission
25th Floor, Vertis North Corporate Center,
North Avenue, Quezon City
Determination of sufficiency of the notification shall commence
after all notifying parties have submitted their respective
Notification Forms.
The PCC should likewise be provided, in a secure electronic storage
device, an electronic version of the completed Form and all
attachments, simultaneous with the submission of the hard copy.
Each attachment must be saved as a separate file, and the file name
should include the identifying appendix number. For the hard copy,
separate each appendix with a labelled tab.
Submissions will only be accepted from 9:00 a.m. to 5:00 p.m.,
Monday to Friday.
ITEM BY ITEM CLARIFICATIONS

(1) A subsidiary company and a parent company; and
(2) Subsidiaries, directly or indirectly, of a common parent.
“Horizontal relationship” refers to a situation where two or more
persons both operate as sellers or both operate as buyers in the
same market.
“Vertical relationship” refers to a situation where an entity
operates in a market that is immediately upstream or downstream
of a market in which another entity operates, such that the two
entities are in an actual or potential buyer-seller relationship.
N.B.: There may be other types of economic or commercial
relationships that are not strictly characterized as horizontal or
vertical, on which information may nonetheless be required to be
provided the Mergers and Acquisitions Office (MAO).
Responses
Attach additional appendices as necessary in answering each item.
Indicate an identifying appendix number on the upper right corner
of the first page of each appendix.
Instructions to PCC Notification Form (as of 14/09/2018) - Page 1 of 3

Item 1.1.
Indicate whether the filing is made pursuant to a tender offer, as
defined in Chapter VI, Sec. 19 of the Securities Regulations Code,
otherwise known as R.A. 8799.
Item 1.2.
Indicate whether the acquired entity is undergoing insolvency
proceedings.
Item 1.3.
“Ultimate Parent Entity” (UPE) is the juridical entity that, directly or
indirectly, controls a party to the transaction, and is not controlled
by any other entity as defined in Rule 2(m) of the IRR.
Item 1.9.
Provide a contact within the filing entity other than the external
legal counsel representing the entity.
Items 1.12 – Item 1.16.

For reference on the amount for filing fees, refer to PCC
Memorandum Circular No. 16-003. Payments should be made by
manager’s cheque upon filing.

relationship, the information required in Items 6.2 to 6.6 should in
any case be provided by the notifying parties, with guidance from
the MAO, where appropriate.

Items 3.2 – 3.19.
For the value of the proposed transactions, kindly refer to the IRR
for clarification, specifically the thresholds provided under Rule 4,
Section 3.

Items 7.2–7.4.
Documents, reports submitted under these sections may be
certified by the corporate secretary or duly authorized custodian of
such records within the submitting entity.

Item 5.4.
Provide a level of disaggregation for each principal category of
product(s) and/or service(s) that is as detailed as practicable,
subject to further disaggregation if deemed necessary by the MAO.

Items 8.1 to 8.2.
In the event that a document provided under these sections is
executed abroad, it must be authenticated before the Philippine
embassy or consular office of the place where such document was
executed. The original copies, and not mere photocopies, must be
submitted to the MAO prior to the expiration of the relevant
periods.

Item 6.1.
(a) For the acquiring entity, initially provide the specified
information only for the entities within its Notifying Group which
operated in the same line of business with the acquired entity and
the entities it controls.
(b) For the acquired entity, initially provide the specified
information only for the acquired entity and entities it controls
which operated in the same line of business with the acquiring
entity and entities within its Notifying Group.
(c) MAO may nevertheless require submission of information on
the entities within the Notifying Group of the acquired entity.
(d) For each overlapping lines of business, description of
product(s) and/or service(s) should be made per type of product or
service and per brand (for products).
Item 6.2.
(a) For the acquiring entity, initially provide the specified
information only for the entities within its Notifying Group which
were in a vertical relationship in a market with the acquired entity
and entities it controls.
(b) For the acquired entity, initially provide the specified
information only for the acquired entity and entities it controls
which were in a vertical relationship in a market with the acquiring
entity and entities within its Notifying Group.
(c) MAO may nevertheless require submission of information on
the entities within the Notifying Group of the acquired entity.
Item 6.3 (c).
(a) For vertical relationships, the economic participants refer to
other entities in the supply chain where the acquiring and acquired
entities are operating.
(b) For horizontal overlaps, the economic participants refer to the
competitors of each party to the overlapping lines of business.
Item 6.6.
(a)
Prior acquisitions over the past five (5) years refer to
acquisitions made of shares, non-corporate interests or assets of
entities that have assets in the Philippines or generate revenues
from sales in, into or from the Philippines, which are related to the
notified transaction, e.g. those between the same parties or their
affiliates, or where the assets previously acquired and are to be
acquired under this notification belong to horizontally or vertically
related markets.
(b)
Contemporaneous or concurrent related acquisitions are
those acquisitions that are related to the notified transaction, e.g.
those between the same parties or their affiliates or where the
assets acquired and are to be acquired under this notification
belong to horizontally or vertically related markets.
Items 6.2 – 6.6.
In a situation where the entities in the acquiring and acquired
Notifying Group are not in a purely horizontal or vertical
Instructions to PCC Notification Form (as of 14/09/2018) - Page 2 of 3

Item 9.2.
A short summary of the transaction will be posted online for public
information.
Certification
The Certification should be made in accordance with Rule 4,
Section 5(b) and (d) of the IRR. In no case should the Certification
be signed by the external counsel of the notifying parties.
CLARIFICATION ON HORIZONTAL AND VERTICAL RELATIONSHIPS
In assessing possible competitive effects, the PCC examines the
relevant market/s that will potentially be affected by the merger as
starting point of analysis. It is then critical for notifying parties to
provide information on all their horizontal and vertical
relationships to allow PCC to define the relevant market/s.
In the case of mergers and acquisitions involving conglomerate
firms, identifying the horizontal and vertical relationship is not
limited to specific subsidiaries and affiliates, but involves all
business activities undertaken by the Ultimate Parent Entities of
the merging firms.
Horizontal Relationships or Overlaps
In determining whether horizontal overlaps exist and need to be
declared under Item 6 of the Form, the following criteria may be
used as a guide. Horizontal overlaps exist if, among others:
(a) The notifying parties or any entity within its notifying groups
are active in the same product market and same level of business,
as in the case of a merger between two manufacturers, two
wholesalers, or two distributors; or
(b) The notifying parties or any entity within its notifying groups
produce, sell, or offer products and/or services that may not
necessarily be identical but are substitutable to some degree,
whether by feature or function; or
(c) The notifying parties or any entity within its notifying groups
cater to and derive revenues from the same or similar set of
customers; or
(d) The notifying parties or any entity within its notifying groups
produce, sell, offer, or import products and/or services in the same
geographic market.
The notifying parties need not be one another’s direct competitor
prior to the merger to constitute a horizontal relationship. The
Form covers relationships involving a firm that is a potential or
emerging competitor to the firm which currently operates in the
identified market/s.
The notifying parties may consider referring to the most recent
four-digit classification of the Harmonized Commodity Description
and Coding System or Harmonized System (HS-4) or the four-digit
classification of the Philippine Industry Standard Classification

(PSIC) to assist them in identifying their horizontal relationships.
This may, in particular cases, likewise assist the Commission in its
initial determination of the relevant product market.
Vertical Relationships
In determining whether vertical relationships exist and need to be
declared under Item 6 of the Form, the following criteria may be
used as a guide. Vertical relationships exist if, among others:
(a) The parties or any entity within its notifying groups are active,
potentially active, or operate at different but complementary levels
of an industry supply or distribution chain, from the purchase of
raw materials until end-user consumption; or
(b) The upstream firm or any entity within its notifying groups
produce, sell, or offer products and/or services that are currently
used or can potentially be used as inputs to the downstream firm’s
production; or
(c) The upstream firm or any entity within its notifying groups
supply products and/or services which the downstream firm
purchases or can potentially purchase as a substitute for products
and/or services it currently uses.
Analysis of vertical relationships will be conducted regardless of the
geographic area where the relationships occur as long as any of the
parties’ products and/or services are produced, sold, or offered in
the Philippine market.
A direct supply or purchase arrangement between the merging
parties is not necessary to constitute a vertical relationship. If the
upstream firm supplies products and/or services to a competitor of
the downstream firm, and vice versa, the parties are still required
to disclose information requested under Item 6 of the Form.
FILING OF INCORRECT OR MISLEADING INFORMATION
Notifying parties are hereby informed that the filing of incorrect or
misleading information to the Commission is penalized under
Section 29(c) of the Philippine Competition Act, which states:
“The Commission may likewise impose upon any entity fines of up
to one million pesos (P1,000,000.00) where, intentionally or
negligently, they supply incorrect or misleading information in any
document, application or other paper filed with or submitted to
the Commission or supply incorrect or misleading information in an
application for a binding ruling, a proposal for a consent judgment,
proceedings relating to a show cause order, or application for
modification of the Commission’s ruling, order or approval, as the
case may be.”
***

Instructions to PCC Notification Form (as of 14/09/2018) - Page 3 of 3
 
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