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Merger and Acquisitions Notification Checklist
PHCC checklist for merger and acquisitions notification form
Your Browser Doesn't Support Canvas. Showing the Text Content of the PDF Instead: NOTIFICATION FORM CHECKLIST
(for Sections 5, 6, and 7 only)
This checklist is a guide for notifying parties in filling up Sections 5, 6, and 7 of the Notification Form. This form need not be submitted to the Philippine Competition Commission.
5. OPERATIONS OF THE PARTIES IN THE PHILIPPINES
YES
A.
B.
C.
D.
A.
B.
A.
B.
A.
B.
C.
Section 5.1
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 (Philippine nexus)
Business address of entities with Philippine nexus
Brief description of the nature of business of entities with Philippine nexus
Philippine Securities and Exchange Commission (SEC) Registration Number of each of the entities,
for entities that file annual reports with the SEC
Section 5.2
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, list of general partner(s), regardless of percentage held
Section 5.3
Diagram or chart BEFORE the proposed transaction describing the relationship between the filing
UPE, each Acquired or Acquiring entity(s), and each entity listed in 5.1 and 5.2 with percentages
owned by each entity over another
Diagram or chart AFTER the proposed transaction describing the relationship between the filing
UPE, each Acquired or Acquiring entity(s), and each entity listed in 5.1 and 5.2 with percentages
owned by each entity over another
Section 5.4
Lines of business and the year in which the entities identified in 5.1 operated in
Assets in the Philippines and year recorded
Sales in or into and/or from the Philippines and year recorded
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NO
Incomplete
Remarks
YES
NO
Incomplete
Remarks
YES
NO
Incomplete
Remarks
D. Each of the principal categories of product(s) and/or service(s) in each line of business
1. Revenues derived in each such line of business in the Philippines in the most recent year
2. Entity(s) or business unit that generated the reported revenues, for each line of business
E. Provinces or cities within the Philippines in which the entities operate each line of business, if
smaller than the Philippines
6. HORIZONTAL AND VERTICAL RELATIONSHIPS
HORIZONTAL RELATIONSHIPS
A. 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 (6.1)
1. Products and services provided by each party, by sales channel for each overlapping line of
business, (6.1)
2. Provinces or cities in the Philippines where the products or services are supplied (6.1)
B. For each of the overlapping lines of business, the market(s) in which the overlaps exist (6.3)
1. Estimates of the gross revenues in each such market where the overlaps exist (6.3a)
2. Estimated market shares of each party to the transaction in each such market where the
overlaps exist (6.3b)
3. Identity of all other economic participant in each such market where the overlaps exist
(6.3c)
4. Market share of all other economic participant in each such market where the overlaps
exist (6.3c)
5. Marketing and strategic plans for the last three (3) years (6.3d)
6. List of competitors in each such market where the overlaps exist (6.3e)
7. Contact information of competitors in each such market where the overlaps exist (6.3e)
C. Basis of responses for 6.3, including sources of information used (6.5)
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YES
D. If both parties are sellers in one or more markets identified in 6.3, the top 10 customers of each
party to the transaction for each such market, by SALES, in, into or from, the Philippines (for the
most recent year) (6.4)
1. Top 10 customers addresses (6.4a)
2. Top 10 customers contact persons (6.4b)
3. Telephone numbers of the Top 10 customers contact persons (6.4c)
4. Annual value of sales for each Top 10 customer in the most recent year and year recorded
(6.4d)
E. If both parties are sellers in one or more markets identified in 6.3, the top 10 suppliers of each party
to the transaction for each such market, by SALES, in, into or from, the Philippines (for the most
recent year) (6.4)
1. Top 10 suppliers addresses (6.4a)
2. Top 10 suppliers contact persons (6.4b)
3. Telephone numbers of the Top 10 suppliers contact persons (6.4c)
4. Annual value of sales for each Top 10 supplier in the most recent year and year recorded
(6.4d)
F. If both parties are sellers in one or more markets identified in 6.3, the top 10 customers of each
party to the transaction for each such market, by VOLUME, in, into or from, the Philippines (for the
most recent year) (6.4)
1. Top 10 customer addresses (6.4a)
2. Top 10 customers contact persons (6.4b)
3. Telephone numbers of the Top 10 customers contact persons (6.4c)
4. Annual volume of sales for each Top 10 customer in the most recent year and year
recorded (6.4d)
G. If both parties are sellers in one or more markets identified in 6.3, the top 10 suppliers of each party
to the transaction for each such market, by VOLUME, in, into or from, the Philippines (for the most
recent year) (6.4)
1. Top 10 suppliers addresses (6.4a)
2. Top 10 suppliers contact persons (6.4b)
3. Telephone numbers of the Top 10 suppliers contact persons (6.4c)
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NO
Incomplete
Remarks
YES
A.
B.
C.
D.
E.
4. Annual volume of sales for each Top 10 supplier in the most recent year and year recorded
(6.4d)
VERTICAL RELATIONSHIPS
Entities in the Notifying Group in a vertical relationship in 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 and a description of
each vertical relationship (6.2)
For each of the overlapping lines of business, the market(s) in which the overlaps exist (6.3)
1. Estimates of the gross revenues in each such market where the overlaps exist (6.3a)
2. Estimated market shares of each party to the transaction in each such market where the
overlaps exist (6.3b)
3. Identity of all other economic participant in each such market where the overlaps exist
(6.3c)
4. Market share of all other economic participant in each such market where the overlaps
exist (6.3c)
5. Marketing and strategic plans for the last three (3) years (6.3d)
6. List of competitors in each such market where the overlaps exist (6.3e)
7. Contact information of competitors in each such market where the overlaps exist (6.3e)
Basis of responses for 6.3, including sources of information used (6.5)
The top 10 customers of each party to the transaction for each such market, by SALES, in, into or
from, the Philippines (for the most recent year) (6.4)
1. Top 10 customer addresses (6.4a)
2. Top 10 customers contact persons (6.4b)
3. Telephone numbers of the Top 10 customers contact persons (6.4c)
4. Annual value of sales for each Top 10 customer in the most recent year and year
recorded(6.4d)
The top 10 suppliers of each party to the transaction, by SALES in, into or from, the Philippines (for
the most recent year) (6.4)
1. Top 10 suppliers addresses (6.4a)
2. Top 10 suppliers contact persons (6.4b)
3. Telephone numbers of the Top 10 suppliers contact persons (6.4c)
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NO
Incomplete
Remarks
F.
G.
A.
B.
C.
D.
E.
YES
4. Annual value of sales for each Top 10 supplier in the most recent year and year recorded
(6.4d)
The top 10 customers of each party to the transaction for each such market, by VOLUME, in, into or
from, the Philippines (for the most recent year) (6.4)
1. Top 10 customer addresses (6.4a)
2. Top 10 customers contact persons (6.4b)
3. Telephone numbers of the Top 10 customers contact persons (6.4c)
4. Annual volume of sales for each Top 10 customer in the most recent year and year
recorded (6.4d)
The top 10 suppliers of each party to the transaction, by VOLUME, in, into or from, the Philippines
(for the most recent year) (6.4)
1. Top 10 suppliers addresses (6.4a)
2. Top 10 suppliers contact persons (6.4b)
3. Telephone numbers of the Top 10 suppliers contact persons (6.4c)
4. Annual volume of sales for each Top 10 supplier in the most recent year and year recorded
(6.4d)
PRIOR ACQUISITIONS OF THE ACQUIRING GROUP (Section 6.6)
Name of the entity from which the voting shares, non-corporate interests or assets were or are
being acquired
Office address of that entity prior to the acquisition
Whether voting shares, non-corporate interests, or assets were acquired
Consummation date of the acquisition
Lines of business of the acquired entity
NO
Incomplete
Remarks
NO
Incomplete
Remarks
7. DOCUMENTS TO BE SUBMITTED
YES
Section 7.1
A. 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:
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YES
Memorandum of Agreement
Term sheet
Letter of Intent to merge or acquire
B. Non-compete agreements and similar conditions
Section 7.2
A. Studies, surveys, analyses and reports that were PREPARED 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
Dates on which the documents were prepared
B. Studies, surveys, analyses and reports that were 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
Dates on which the documents were received
Section 7.3
A. Confidential information memoranda, bankers’ books and other third party consultant materials and
synergy documents related to the sale of the acquired entity or assets
Dates on which the documents were prepared
Section 7.4
A. UPE’s most recent Annual Report or Audited Financial Statements relating to the principal business
of the entity for its most recently completed fiscal year
B. Acquiring/Acquired Entity’s most recent Annual Report or Audited Financial Statements relating to
the principal business of the entity for its most recently completed fiscal year
C. For each entity identified in 6.1 and 6.2, its most recent Annual Report or Audited Financial
Statements relating to the principal business of the entity for its most recently completed fiscal year
Merger Notification Checklist (as of 11/08/2017) - Page 6 of 6
NO
Incomplete
Remarks
