In the Matter of the Proposed Acquisition by International Container Terminal Services, Inc. of Shares in the Manila North Harbour Port, Inc.

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In the Matter of the Proposed

Acquisition by International Container Terminal Services, Inc. of Shares in the Manila North Harbour Port, Inc.

STATEMENT OF THE CASE

One. For the Philippine Competition Commission's (the "Commission") approval is the transaction involving the proposed acquisition by International Container Terminal Inc. ("ICTSI") of fifteen point one seven percent of the shares in Manila North Harbour Port, Inc., ("MNHPI") from Harbour Centre Port Terminal, Inc. ("HCPTI") (the "Proposed Transaction"). The Proposed Transaction will increase ICTSI's current shareholdings in MNHPI from thirty-four point eight three percent to fifty percent.

Two. The acquiring party, ICTSI, is a domestic corporation engaged in the business of port operations and related services for container and non-container cargoes worldwide. ICTSI and its subsidiaries currently operate nine ports and one inland container terminal in the Philippines, including the Manila International Container Terminal ("MICT").

Two point one. MICT is one of the four cargo terminals located in Metro Manila that offers services to the general public. ICTSI was granted the right to operate the MICT until twenty thirty-five under a concession agreement with the Philippine Ports Authority ("PPA"). At present, MICT only services foreign vessels carrying containerized cargo.

Two point two. Mr. Enrique Razon, Jr. ("Mr. Razon"), the incumbent President and Chairperson of ICTSI's Board of Directors, directly and indirectly owns sixty-one point nine nine percent of the shares in ICTSI. The ultimate control of ICTSI, hence, may be attributed to Mr. Razon.

Two point two point one. Mr. Razon also indirectly controls Port Capital South East Asia Holdings, Inc. ("Port Capital"), which owns the land on which the Harbour Centre Port Terminal ("Harbour Centre") is located. Harbour Centre is one of the four cargo port terminals in Metro Manila and is operated by HCPTI.

Two point two point two. Aside from port-related assets, Mr. Razon also has controlling interests in other businesses such as hotels, resorts, casinos, and property.

Three. The acquired entity, MNHPI, is a domestic company that was granted the right to operate the Manila North Harbour Port Terminal ("North Harbour") until twenty thirty-five under a concession agreement with the PPA. At present, MNHPI operates North Harbour, which caters to domestic containerized and domestic break bulk cargo only.

Three point one. MNHPI's ultimate parent entity is Top Frontier Investment Holdings, Inc. ("Top Frontier").

Three point two. MNHPI's largest shareholders are San Miguel Holdings Corp. ("SMHC") and ICTSI, which owns forty-three point three three percent and thirty-four point eight three percent of MNHPI's outstanding shares, respectively.

RELEVANT MARKETS AND THE COUNTERFACTUAL

COMPETITIVE ASSESSMENT

Seventeen point two. MNHPI's concrete plans to enter and compete in the market for port services for foreign containerized cargo;

Seventeen point four. Capability of the North Harbour to accept foreign cargoes.

Conditions of Entry

MNHPI's entry as competitive constraint

Proposed Transaction will not lead to a loss of potential competition

ICTSI's possible control over Harbour Centre

Entry and Expansion

Efficiencies

CONCLUSION

Overview

The document outlines the Commission's assessment of a proposed share acquisition aimed at increasing control over a critical port operation in the Philippines. It analyzes the potential impacts on competition, regulatory constraints, and market definitions regarding port services.

Key Points

1The acquisition would raise ICTSI's stake in MNHPI from 34.83% to 50%
2The proposed transaction's competitive effects were rigorously assessed within relevant markets
3Domestic and international port services are defined as distinct product markets
4Regulatory frameworks currently restrict the operational scope of both ICTSI and MNHPI
5Increased control over port operations could influence market dynamics significantly.

Details

Category: Law and Legal Studies

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