The Philippine Competition Commission (PCC) has adjusted the merger notification thresholds that determine whether mergers and acquisitions are subject to compulsory notification, increasing the Size of Party (SOP) threshold from PHP8.5 billion to PHP9.1 billion and the Size of Transaction (SOT) threshold from PHP3.5 billion to PHP3.8 billion, effective March 1, 2026.
The adjustment ensures that the notification thresholds reflect inflation, economic growth, and prevailing market conditions, while enabling the Commission to effectively allocate its resources toward transactions that are more likely to have a substantial impact on competition in Philippine markets.
The thresholds were adjusted using the nominal Gross Domestic Product growth of the previous calendar year as an index. The data was derived from the Philippine Statistics Authority’s official estimates, rounded up to the nearest hundred million pesos.
According to PCC, effective March 1, 2026, parties to a merger or acquisition are required to notify the PCC when the SOP and SOT exceed P9.1 billion and P3.8 billion, respectively. Both thresholds must be met for a transaction to be considered notifiable under Section 17 of Republic Act No. 10667, or the Philippine Competition Act (PCA), and Rule 4, Section 3 of its Implementing Rules and Regulations (IRR). The revised thresholds likewise apply to joint venture transactions under Rule 4, Section 3(d) of the IRR.
Under Sections 12(b) and 19 of the PCA, in relation to Rule 4, Section 8 of the IRR, the PCC is authorized to determine and adjust the thresholds for compulsory merger notification.
Pursuant to its merger control mandate, the PCC reviews notifiable transactions to ensure that mergers and acquisitions do not result in a substantial lessening of competition. By maintaining transparent and responsive notification thresholds, the Commission promotes regulatory certainty for businesses while safeguarding competitive market structures and protecting consumer welfare in the Philippines. The PCC may also review transactions that fall below the notification thresholds. It may initiate a motu proprio review if it suspects a deal could significantly harm competition, or if preliminary findings show such harm.
