PHILIPPINES Law and Practice Contributed by: Raoul Angangco, Sylvette Y Tankiang, Kristin Charisse C Siao and Ma Carla Mapalo, Villaraza & Angangco
3.3 Filing Fees Notification filing and Phase 1 review are subject to a fee of PHP250,000. Phase 2 review is subject to a fee of 0.01% of the transaction value, which will not be less than PHP1 million or exceed PHP5 million. The fees are payable within ten days from receipt of
the requested information within 15 days of receipt of the request; otherwise, the notification will be deemed expired and the parties must refile it. If the PCC does not issue a decision within the period provided by law, the transaction is deemed approved. Notably, where notification is voluntary and given to the PCC, parties are prohibited from completing the transaction pending clearance from the PCC. In the case of voluntary notification, the review periods are 45 days for Phase 1 and 90 days for Phase 2 review. 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification Parties to transactions that exceed the thresholds are required to notify the PCC within 30 days of the execution of the definitive agreement (see 2.2 Failure to Notify ). 3.2 Type of Agreement Required Prior to Notification Notification may be made upon execution of a bind - ing preliminary agreement, even if the final terms and conditions of the merger or acquisition have not yet been agreed upon. A binding preliminary agreement refers to such terms and conditions on which par - ties to a planned merger or acquisition have reached a consensus and on the basis of which the parties intend to complete the transaction in good faith. The agreement may be in any form, such as a memoran - dum of agreement, term sheet or letter of intent. If there is no binding preliminary agreement or if the parties do not wish to notify at that stage, notification to the PCC may be made prior to the execution of the definitive agreement relating to the merger or acquisi - tion. The terms and conditions of the most recent draft of the definitive agreement will be the basis of the notification, provided that the parties issue an under - taking that they intend to sign the agreement in good faith and to send to the PCC a copy of the executed version. However, if the parties amend or otherwise change the agreement, they will be required to renotify the PCC.
an order of payment from the PCC. 3.4 Parties Responsible for Filing
If notice to the PCC is required for a merger or acquisi - tion, all acquiring and acquired pre-acquisition UPEs or any entity authorised by a UPE to file the notifica -
tion on its behalf, must notify the PCC. 3.5 Information Included in a Filing
The notifying parties will complete the Notification Form provided by the PCC. This includes informa - tion on the parties to the transaction, the value of the transaction, the assets and shares, the parties’ opera - tions in the Philippines, horizontal and vertical rela - tionships and other relevant information. Documents to be submitted include: • the definitive agreement or binding preliminary agreement; • corporate documents; • secretary’s certificates that the transaction was approved by the shareholders; • studies, surveys, analyses and reports that were The submission must be in English. Certifications must be notarised and consularised or apostilled if executed abroad. 3.6 Penalties/Consequences of Incomplete or Inaccurate Notification Incomplete notifications will not be deemed filed and will not stop the running of the 30-day period after execution of the definitive agreement, within which the parties are required to file. Failure to complete the notification will result in it being deemed unfiled prepared in relation to the transaction; • confidential information memoranda; • ordinary course documents; and • financial statements and annual reports.
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