Philippines Increases Thresholds For Mandatory Merger Notification

The Philippine Competition Commission ("PCC") recently raised the thresholds for compulsory notification of mergers, acquisitions, and joint ventures. Effective March 1, 2026, the Size of Party threshold is PhP9.1 billion (from PhP8.5 billion), while the Size of Transaction threshold is PhP3.8 billion (from PhP3.5 billion). Parties to mergers, acquisitions, and joint ventures are required to notify the PCC if both the Size of Party and Size of Transaction thresholds are met.

The Size of Party threshold relates to either (i) the aggregate annual gross revenues in, into or from the Philippines, or (ii) the value of the assets in the Philippines of the ultimate parent entity of at least one of the acquiring or acquired entities (including that of all entities that the ultimate parent entity controls, directly or indirectly). The Size of Transaction threshold refers to the value of the transaction, which is determined based on the nature of the transaction (i.e., whether the transaction is an acquisition of assets in the Philippines, outside of the Philippines, or both inside and outside the Philippines or the transaction is an acquisition of voting shares of a corporation or an interest in a non-corporate entity).

The compulsory notification thresholds are increased annually, and are adjusted based on nominal gross domestic product growth of the previous calendar year to reflect inflation, economic growth, and prevailing market conditions.

While transactions that fall below the notification thresholds are not subject to mandatory notification, the PCC may review such transactions motu proprio (that is, on the PCC's own initiative) if there are indications that the transaction will result in a substantial lessening of competition in a relevant market.

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