PCC Raises Merger Notification Thresholds for 2026

The Philippine Competition Commission (PCC) has issued Memorandum Circular No. 26-001, revising the compulsory notification thresholds for mergers and acquisitions effective March 1, 2026. Under the updated rules, transactions must be notified to the PCC when both the Size of Party  exceeds PHP 9.1 billion and the Size of Transaction exceeds PHP 3.8 billion are satisfied.

PCC raised the threshold from PHP 1 billion originally provided in Sec. 17 of RA 10667 and Rule 4 Sec. 3 of its IRR. This comes after recognizing the need to adjust the thresholds for notification to reflect inflation, economic growth, and other material factors to ensure the efficient use of its limited resources.

The revised thresholds in determining Size of Transaction apply to the aggregate value of the assets in the Philippines or the gross revenues generated in the Philippines by assets acquired in the Philippines. Notifying covers proposed merger or acquisition of assets in the Philippines, outside the Philippines, both inside and outside the Philippines, and either (i) the voting shares of a corporation or of (ii) an interest in a non-corporate entity exceeds the PHP 3.8 billion threshold.  

Furthermore, the Circular provides that the Size of Transaction threshold automatically adjusts every March 1^st of every succeeding year using as index the nominal Gross Domestic Product growth of the previous calendar year derived from the Philippine Statistics Authority’s official estimates, rounded up to the nearest hundred million (e.g., PhP 2.14 B shall be rounded up to PhP 2.2B), and such other factors that PCC may deem relevant.