PCC Guidelines on Merger Remedies

PCC Guidelines on Merger Remedies

One. Introduction

One point one. Section twenty of Republic Act Number one thousand six thousand six hundred sixty-seven or the Philippine Competition Act empowers the Philippine Competition Commission to prohibit mergers and acquisition agreements that will likely result in substantial prevention, restriction, or lessening of competition in the relevant market or markets.

One point two. Section eighteen C of the Philippine Competition Act provides that remedies may be considered and accepted by the Philippine Competition Commission in mergers and acquisitions that would otherwise be prohibited under Section twenty of the Philippine Competition Act.

One point three. These Guidelines on Merger Remedies explain the Philippine Competition Commission's approach in assessing remedies for mergers and acquisitions that were found during review to likely result in substantial prevention, restriction, or lessening of competition in identified relevant markets. More particularly, these Guidelines contain a discussion of the design, selection, and implementation of merger remedies.

One point four. In case of irreconcilable conflict between these Guidelines and any other guidelines or clarificatory notes, whether published or adopted by the Philippine Competition Commission, the most recently published document shall take precedence, unless a contrary intention is otherwise stated. To the extent that these Guidelines are inconsistent with Section eleven of the Philippine Competition Commission Merger Review Guidelines, the latter are deemed superseded.

One point five. The Philippine Competition Commission, to the extent applicable, may refer to the principles set out in these Guidelines in assessing remedies appropriate for mergers and acquisitions. However, these Guidelines are not exhaustive. Each transaction warrants an individual assessment, and the appropriate remedy to be adopted shall depend on the particular circumstances of the transaction. The Philippine Competition Commission, given the intricacies of each case, will apply these Guidelines flexibly, or where appropriate, deviate therefrom, considering the attending circumstances of each merger or acquisition, and will apply these Guidelines to attain the policy objectives of the Philippine Competition Act, Philippine Competition Act Implementing Rules and Regulations, and other regulations relating to mergers and acquisitions.

One point six. The Philippine Competition Commission may update these Guidelines to reflect developments in the local competition landscape and may publish new or supplemental guidance.

Two. Key Principles of Merger Remedies

Two point one. Section twenty of the Philippine Competition Act provides that merger or acquisition agreements that substantially prevent, restrict, or lessen competition in the relevant market or in the market for goods or services as may be determined by the Commission shall be prohibited.

Two point two. A merger or acquisition that may give rise to substantial prevention, restriction, or lessening of competition may be allowed to proceed if the Parties modify their agreement to reflect changes specified by the Commission or enter into legally enforceable agreements specified by the Commission.

Two point three. The Philippine Competition Commission will endeavor to preserve and or restore competition that would otherwise be prevented, restricted, or lessened, while permitting, if possible, the realization of efficiencies and other benefits to the consumers.

Two point four. Remedies may be proposed by the parties for the consideration of the Philippine Competition Commission at any stage of merger review. Parties are encouraged to submit their proposed remedies or commitments at the earliest opportunity.