PHILIPPINES Law and Practice Contributed by: Raoul Angangco, Sylvette Y Tankiang, Kristin Charisse C Siao and Ma Carla Mapalo, Villaraza & Angangco
3.8 Pre-Notification Discussions With Authorities Prior to filing a notification, parties that are required to notify may inform the PCC of their proposed transac - tion and request a pre-notification consultation. Dur - ing consultations, the parties may seek non-binding advice on the specific information needed for the notification and the process for the same. The PCC encourages pre-notification consultations and this process is treated confidentially. 3.9 Requests for Information During the Review Process Requests for information are common. The PCC is allowed to issue a Notice of Deficiency if a party’s notification is insufficient before commencing Phase 1 review. In addition, the PCC Rules on Merger Pro - cedure provide that the PCC may contact third par - ties, such as customers, suppliers or competitors, to obtain relevant information regarding the market, their views on the merger and any other competition issues. Accordingly, the PCC may likewise coordinate with the parties through conference calls or meetings to discuss theories of harm, the relevant market, volun - tary commitments and timing of the review, among other matters. 3.10 Accelerated Procedure The PCC may conduct an expedited review of the transaction for a shortened review period of 15 days for Phase 1 review of the following qualified transac - tions: • transaction with no overlaps – the parties to the transaction and their notifying groups do not have any actual or potential horizontal, vertical or com - plementary relationship; • global transaction with subsidiaries in the Philip - pines that act merely as assemblers or export manufacturers – the transaction is global where the acquiring and acquired entities are foreign and the Philippine subsidiaries export 95% of the produc - tion, while the 5% is minimal in relation to the entirety of the market in the Philippines for such product; • global transaction with limited presence in the Phil - ippines – the candidate relevant geographic market
and subject the parties to the penalties for a failure to notify. 3.7 Review Process Upon submission of the notification, the PCC will con - duct a sufficiency check over a 15-day period (“Suf - ficiency Period”) to determine whether it has sufficient information to conduct a Phase 1 review. If the PCC requests further information about the transaction, the parties will have 15 days to provide this information. The PCC will assess compliance with the request for further information within the period remaining from the Sufficiency Period (calculated from the issuance of the request for further information), which in no case will be less than five days. If the PCC determines that the information is sufficient, the parties will be required to pay a filing fee. Phase 1 The Phase 1 review period will commence on the first business day following the date of payment of the fil - ing fee and will last for a maximum period of 30 days. The Phase 1 review involves an initial assessment by the PCC to determine whether the transaction raises any competition concerns under the PCA that would warrant a more detailed review. If no competition concerns are raised at this stage, the transaction will be approved by the PCC within the Phase 1 review period. However, if, for any reason, the PCC identifies com - petition concerns during the Phase 1 review or deter - mines that it lacks sufficient information to conclude on the potential impact of the transaction on competi - tion in the market, the PCC will refer the transaction for a Phase 2 review. Phase 2 The Phase 2 review will commence on the day after the PCC serves a Phase 2 notice. The PCC will then have 60 days to conduct the Phase 2 review, during which the transaction may not be completed. In prac - tice, the Phase 2 review period may last longer than 60 days if the PCC requires more time to determine whether further information is required to conduct the Phase 2 review and, if so, for the parties to provide the additional information.
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