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/ Computing Merger Thresholds

Issuances on Thresholds

For a merger or acquisition to be subject to compulsory notification to the PCC, both the size of party (SOP) and size of transaction (SOT) thresholds must be exceeded. SOP pertains to the aggregate value of assets or revenues of the ultimate parent entity of either party involved in the transaction, while SOT refers to the total value of assets or revenues of the acquired entity and all its controlled entities. 

Pursuant to its power to determine the notification thresholds, the PCC adjusted the thresholds for mergers and acquisitions (M&As). Effective March 1, 2026, notification is required when the size of party (SOP) reaches PhP 9.1 billion and the size of transaction (SOT) reaches PhP 3.8 billion. 

The PCC adjusts its thresholds for compulsory notification annually to ensure they remain relevant to the evolving economic landscape.

The new thresholds replace the previous SOP of PhP 8.5 billion and SOT of PhP 3.5 billion, which were in effect from March 1, 2025, to February 28, 2026. Notifications filed before March 1, 2026, ongoing M&A reviews, and transactions already decided by the Commission will not be affected.

I. Commission Resolution No. 02-2026 Adjusting the Notification Thresholds

Download (Commission Resolution No. 02-2026 Adjusting the Notification Thresholds.pdf)

II. Memorandum Circular No. 26-001 Adjusting the Merger Notification Thresholds and Amendment of Section 3 of PCC Memorandum Circular No. 18-001 Pursuant to Commission Resolution No. 02-2026

Download (Memorandum Circular No. 26-001 Adjusting the Merger Notification Thresholds and Amendment of Section 3 of PCC Memorandum Circular No. 18-001 Pursuant to Commission Resolution No. 02-2026.pdf)

IV. Comm Resolution 02-2020 Adjusting the Merger Notification Thresholds

Download (PCC Resolution No. 02-2020-Merger Adjustment Thresholds.pdf)

V. Comm Resolution 03-2019 Adjusting the Merger Notification Thresholds

Download (1678153065_Commission-Resolution-No.-03-2019-Thresholds-Adjustment-21Feb2019.pdf)

VI. PCC Advisory 2019-001 Adjustment of the Thresholds for Compulsory Notification

Download (Advisory-19-001_2019.02.21_Adjustment-of-Thresholds.pdf)

VII. PCC Policy Statement 18-01 On the Adjustment of the Thresholds

In accordance with the Philippine Competition Act, its Implementing Rules and Regulations (IRR) set the Size of Transaction (SoT) and Size of Party/Person (SoP) thresholds at one (1) billion pesos.

Upon review, the Philippine Competition Commission has deemed it reasonable to increase the values of the notification thresholds. Beginning on 20 March 2018, the SoT threshold will be increased to two (2) billion pesos, and the SoP threshold will be increased to five (5) billion pesos.

In addition, beginning on 1 March 2019, and for every subsequent year, the notification thresholds will be indexed based on the official estimates by the Philippine Statistics Authority (PSA) of the nominal Gross Domestic Product (GDP) growth for the previous calendar year.

Download (1673488052_0424-Policy-Statement-18-01.pdf)

VIII. Guide to Computing Merger Thresholds

The Mergers and Acquisitions Office (“MAO”) of the Philippine Competition Commission (“PCC”) is responsible for reviewing mergers and acquisitions transactions that breached the thresholds provided under the law, which could substantially prevent, restrict, lessen competition in the relevant market or in the market for goods or services. The guidelines below is aimed to provide assistance in determining whether a proposed transaction is required to be notified to the PCC, as provided by Rule 4, Section 3 of the Rules and Regulations to Implement the Provisions of Republic Act No. 10667, as amended. For details, contact the Mergers and Acquisitions Office through landline +632 635 6214 or through e-mail at mergers@phcc.gov.ph.

Download (Guidelines-on-the-Computation-of-Merger-Notification-Thresholds.pdf)