By Bernie Cahiles-Magkilat
The Philippine Competition Commission (PCC) yesterday said it has not yet received the notification by San Miguel Corp. (SMC) and Holcim Philippines Inc. (HPI) for mandatory merger review.
PCC Chairman Arsenio M. Balisacan has reminded merging firms that meet the notification thresholds to notify the Commission of their transaction within 30 days from signing of their definitive agreement.
Signing of the definitive agreement between the two parties was announced in the media on May 9. The deadline for notification is 30 days from that.
But PCC does not consider the media announcement as the date of signing of agreement. That is why companies may avail of the pre-notification consultation (PNC) to confirm that to the PCC with the documents.
As such PCC has encouraged SMC to seek advice or PNC from the agency’s Mergers and Acquisitions Office in order to determine date / deadline of their submission of requirements and avoid gun-jumping.
As the country’s antitrust body, the PCC is mandated under the Philippine Competition Act (PCA) to review mergers and acquisitions to ensure that these deals will not harm the interest of consumers. The merger-specific review of the SMC-HPI transaction is different from the ongoing investigation on possible cartel in the cement industry. Unlike cartel investigations which look into past conduct, merger reviews are carried out to determine any competition concerns before the transaction is consummated to prevent potential damage to consumers.
As a whole, the Commission balances the concerns of the businesses and the public when reviewing mergers and acquisitions, making sure they will not lessen, restrict or prevent competition for the benefit of Filipino consumers.
With the PCA and the rules of merger procedure in place, every M&A notification will be evaluated in a fair and transparent manner. If there is nothing anticompetitive in a transaction, then PCC would approve it in a timely manner.
If competition issues arise, the law allows for possible remedies to address the concerns. As such, any expression of speculation on how the merger review will fare is discouraged. Parties should instead comply and submit notification requirements in accordance with the rules.