PHILIPPINES Law and Practice Contributed by: Raoul Angangco, Sylvette Y. Tankiang, Kristin Charisse C. Siao and Ma. Carla Mapalo, Villaraza & Angangco
Notably, where notification is voluntary and noti - fication was given to the PCC, parties are pro - hibited 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.
cuted version. However, if the parties amended or made changes to the agreement, they will be required to renotify the PCC. 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 value of the transaction, which will not be less than PHP1 million or exceed PHP5 million. The fees are payable within ten days from receipt of an order of payment from the PCC. 3.4 Parties Responsible for Filing If notice to the PCC is required for a merger or acquisition, then all acquiring and acquired pre- acquisition UPEs, or any entity authorised by a UPE to file notification on its behalf, must notify. 3.5 Information Included in a Filing The notifying parties will complete the Notifica - tion Form provided by the PCC. This includes information on the parties to the transaction, the value of the transaction and the assets and shares, the operations of the parties in the Philip - pines, horizontal and vertical relationships, 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 prepared in relation to the transaction; • confidential information memoranda; • ordinary course documents; and • financial statements and annual reports.
3. Procedure: Notification to Clearance 3.1 Deadlines for Notification
Parties to transactions that exceed the thresh - olds are required to notify the PCC within 30 days from the execution of the definitive agree - ment. See 2.2 Failure to Notify . 3.2 Type of Agreement Required Prior to Notification Notification may be made based on a binding preliminary agreement upon its execution even if the complete and final terms and conditions of the merger or acquisition are yet to be agreed upon. A binding preliminary agreement refers to such terms and conditions on which parties to a planned merger or acquisition have reached a consensus and on the basis of which the par - ties intend to complete the transaction in good faith. The agreement may be in any form, such as a memorandum of agreement, term sheet or letter of intent. If there is no binding preliminary agreement or parties do not wish to notify at that stage, noti - fication to the PCC may be made prior to the execution of the definitive agreement relating to the merger or acquisition. The terms and condi - tions of the most recent draft of the definitive agreement will be the basis of the notification, provided that the parties issue an undertaking that they intend to sign the agreement in good faith and to send to the PCC a copy of the exe -
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