(NAR) VOL. 29 NO. 1/ JANUARY - MARCH 18
“SECTION 3. Thresholds for compulsory notification.Section 2. The revised thresholds for notification under Section 1 hereof shall apply to mergers or acquisitions the definitive agreements of which are executed after the effectivity of this Memorandum Circular.
Parties to a merger or acquisition are required to provide notification when:
(a) The aggregate annual gross revenues in, into or from the Philippines, or value of the assets in the Philippines of the ultimate parent entity of at least one of the acquiring or acquired entities, including that of all entities that the ultimate parent entity controls, directly or indirectly, exceeds Five Billion Pesos (PHP5,000,000,000.00).
and
(b) The value of the transaction exceeds Two Billion Pesos (PHP2,000,000,000.00), as determined in subsections (1), (2), (3) or (4), as the case may be.
(1) With respect to a proposed merger or acquisition of assets in the
Philippines, if eitheri. the aggregate value of the assets in the Philippines being acquired in the proposed transaction exceeds Two Billion Pesos (PHP2,000,000,000.00); or(2) With respect to a proposed merger or acquisition of assets outside the Philippines, if
ii. the gross revenues generated in the Philippines by assets acquired in the Philippines exceed Two Billion Pesos (PHP2,000,000,000.00).i. the aggregate value of the assets in the Philippines of the acquiring entity exceeds Two Billion Pesos (PHP2,000,000,000.00); and(3) With respect to a proposed merger or acquisition of assets inside and outside the Philippines, if
ii. the gross revenues generated in or into the Philippines by those assets acquired outside the Philippines exceed Two Billion Pesos (PHP2,000,000,000.00).i. the aggregate value of the assets in the Philippines of the acquiring entity exceeds Two Billion Pesos (PHP2,000,000,000.00); and(4) With respect to a proposed acquisition of (i) voting shares of a corporation or of (ii) an interest in a non-corporate entity
ii. the aggregate gross revenues generated in or into the Philippines by assets acquired in the Philippines and any assets acquired outside the Philippines collectively exceed Two Billion Pesos (PHP2,000,000,000.00).i. If the aggregate value of the assets in the Philippines that are owned by corporation or non-corporate entity or by entities it controls, other than assets that are shares of any of those corporations, exceed Two Billion Pesos (PHP2,000,000,000.00); or
ii. The gross revenues from sales in, into, or from the Philippines of the corporation or non-corporate entity or by entities it controls, exceed Two Billion Pesos (PhP2,000,000,000.00);and iii. IfA. as a result of the proposed acquisition of the voting shares of a corporation, the entity or entities acquiring the shares, together with their affiliates, would own voting shares of the corporation that, in the aggregate, carry more than the following percentages of the votes attached to all the corporation's outstanding voting shares:I. Thirty-five percent (35%), oror
II. Fifty percent (50%), if the entity or entities already own more than the percentage set out in subsection I above, as the case may be, before the proposed acquisition;
B. as a result of the proposed acquisition of an interest in a non-corporate entity, the entity or entities acquiring the interest, together with their affiliates, would hold an aggregate interest in the non-corporate entity that entitles the entity or entities to receive more than the following percentages of the profits of the noncorporate entity or assets of that non-corporate entity on its dissolution:
I. Thirty-five percent (35%), or
II. Fifty percent (50%), if the entity or entities acquiring the interest are already entitled to receive more than the percentage set out in subsection I immediately above before the proposed acquisition.
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(d) In a notifiable joint venture transaction, an acquiring entity shall be subject to the notification requirements if either(i) the aggregate value of the assets that will be combined in the Philippines or contributed into the proposed joint venture exceeds Two Billion Pesos (PhP2,000,000,000.00), orIn determining the assets of the joint venture, the following shall be included:
(ii) the gross revenues generated in the Philippines by assets to be combined in the Philippines or contributed into the proposed joint venture exceed Two Billion Pesos (PhP2,000,000,000.00).
1) All assets which any entity contributing to the formation of the joint venture has agreed to transfer, or for which agreements have been secured for the joint venture to obtain at any time, whether or not such entity is subject to the requirements of the act;
and
2) Any amount of credit or any obligations of the joint venture which any entity contributing to the formation has agreed to extend or guarantee, at any time.”
(SGD) ARSENIO M. BALISACAN Chairman | |
(SGD) STELLA LUZ A. QUIMBO Commissioner | (SGD) JOHANNES BENJAMIN R. BERNABE Commissioner |
(SGD) AMABELLE C. ASUNCION Commissioner |