PHILIPPINES Law and Practice Contributed by: Raoul Angangco, Sylvette Y. Tankiang, Kristin Charisse C. Siao and Ma. Carla Mapalo, Villaraza & Angangco
2.8 Foreign-to-Foreign Transactions The PCA covers entities engaged in trade or industry in the Philippines or international transactions that have direct, substantial and reasonably foreseeable effects on trade in the Philippines. Thus, even if the transaction occurs offshore, or involves an entity not based in the Philippines, it may be subject to notification to and review by the PCC if the notification thresh - olds are met. For the purposes of calculating the notification thresholds, the assets or revenues generated by the acquired or acquiring entity in the Philippines, including the entities they con - trol, are material. 2.9 Market Share Jurisdictional Threshold There is no market share jurisdictional threshold. Notably, however, restrictions on market share may be imposed by special laws. As discussed above, the EPIRA, for example, provides restric - tions as to the percentage of the installed gener - ating capacity of a grid and/or national installed generating capacity that an entity, singly or in combination with others, may own, operate or control. 2.10 Joint Ventures Joint ventures may be formed by: • incorporating a joint venture company; • entering into a contractual joint venture; or • acquiring shares in an existing company (if joint control exists between or among the existing joint venture partners). Joint ventures are subject to compulsory noti - fication if the notification thresholds for size of the party and size of the transaction are met. For the purposes of calculating the size of the party, the contributing entities will be deemed to be
the acquiring entity and the joint venture will be deemed to be the acquired entity. The size of the transaction is based on the aggre - gate value of the assets that will be combined in the Philippines or contributed into the joint venture, or the gross revenues generated in the Philippines by such assets exceeding PHP3.5 billion. Calculating Asset Value For purposes of calculating the aggregate value of the assets to determine the size of the trans - action, the following will be included: • the value of all assets that are not owned by any of the joint venture parties for which agreements have been secured by any of the joint venture parties for the joint venture to obtain at any time, whether or not such joint venture entity is subject to the requirements of the PCA; • any amount of credit or any obligations of the joint venture that any of the joint venture par - ties agreed to extend or guarantee to the joint venture, at any time; and • the value of the assets owned by any of the joint venture parties that will be combined in the Philippines or contributed into the pro - posed joint venture. In the case of the formation of a joint venture through the acquisition of shares in an existing corporation, the assets to be combined through the acquisition will include the assets or rev - enues generated by the assets of the existing corporation. 2.11 Power of Authorities to Investigate a Transaction The PCC, on its own or upon notification, has the power to review mergers and acquisitions having
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