PCC Merger Notification Form

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TRANSACTION NUMBER

NOTIFICATION FORM
INFORMATION REQUIRED This form provides a framework for supplying to the Philippine
Competition Commission the information required under Section 17 of the Philippine Competition Act
and Rule 4 of the Regulations. This form should be completed separately by each party to the proposed
transaction. The requested information may be provided on the form or in appendices identified by the
corresponding section number used in the form and should be bound together. It is preferable if parties
submit their respective completed forms simultaneously.

1. GENERAL INFORMATION
1.1. Is this filing for a cash tender offer?
1.2. Bankruptcy?
Yes
No
Yes
No
1.3. Ultimate Parent
Name:
Entity (UPE)
Mailing address of head
office:
Web site:
Telephone number:
Fax number:
1.4. The party supplying this notice is:
an acquiring party an acquired party
1.5. The party supplying this notice is:
a corporation
an unincorporated entity
a natural person other (specify) Click or tap here to enter
text.
1.6. Entity Acquiring
Not applicable
or Acquired (if
Name:
different from
Mailing address:
UPE)
1.7. Percent of voting shares or non-corporate interests that the UPE holds directly or indirectly in the
acquiring or acquired entity identified in item 1.6: Click or tap here to enter text.
1.8. Is this Form being filed on behalf of the UPE by another entity authorized by it to file pursuant to
Rule 4, Section 2 of the Regulations? If Yes, attach to this Form the certified copy of the
authorization from the UPE.
Yes
No
1.9. Entity Filing
Not applicable
Notification (if
Name:
different from
Mailing address:
UPE)
1.10. Is this Form being filed on behalf of a foreign party?
Yes
No
IDENTIFICATION OF PERSONS TO CONTACT REGARDING THIS FORM
1.11. Individual to Contact
1.12. Alternate Individual to Contact
Name
Name
Title
Title
Mailing address
Mailing address
Telephone
Telephone
number
number
Fax number
Fax number
Email address
Email address
FEE INFORMATION
1.13. Payment of fees:
Included in full
Not included but will be remitted by the party supplying this notice
Will be made in full by another party to the transaction
Partly included, remaining payment to be remitted by another party to the transaction
1.14. Method of payment:
Check
Wire transfer
1.15. If paying by wire transfer:
Name of financial institution:

Click or tap here to enter text.

Notifiable Transactions Form - Page 1 of 7

Not applicable

Confirmation number:
1.16.

1.17.

Click or tap here to enter text.

Date expected of payment:

Official receipt for fee payment should be issued to:


Click or tap here to enter text.

2. SUMMARY OF PROPOSED TRANSACTION


2.1. List names of ultimate parent entities of all
acquiring parties:
(1)

2.2. List names of ultimate parent entities of all


acquired parties:
(1)

2.3. Type of proposed transaction (put an X in all the boxes that apply):
Acquisition of assets
Acquisition of shares
Acquisition of an interest in a non-corporate entity
Merger
Consolidation
Joint venture
ACQUISITION OF SHARES
2.4. Value of voting
2.5. Percentage of
2.6. Total value of
shares already
voting shares
voting shares to be
held (MM):
already held:
held as a result of
the acquisition
(MM):

__________

__________ %

__________

ACQUISITION OF AN INTEREST IN A NON-CORPORATE ENTITY


2.8. Value of non2.9. Percentage of non- 2.10. Total value of
corporate interests
corporate interests
non-corporate
already held
already held:
interests to be
(MM):
held as a result of
the acquisition
(MM):
__________ %

__________

__________

2.7. Total percentage of


voting shares to be
held as a result of
the acquisition:

__________ %

2.11. Total percentage


of non-corporate
interests to be
held as a result of
the acquisition:

__________ %

ACQUISITION OF ASSETS
2.12. Value of assets
to be held as a
result of the
acquisition (MM):

__________

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2.13. Aggregate total


value to be held as
a result of the
acquisition (MM):

__________

To supply additional information, please attach appendices where


applicable. Indicate the appendix letter or number and the number of
pages contained in each appendix in the appropriate column beside each
section of this form. When attaching each appendix to this Form, clearly
indicate the appendix letter or number on the upper right corner of the
first page of the appendix.

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3. DESCRIPTION OF THE PROPOSED TRANSACTION


3.1. Description of the proposed transaction
3.2. Full name of each of the parties to the proposed transaction
3.3. Describe the consideration given and received by each of the parties
(e.g., cash, assets, shares, interests)
3.4. Expected dates of any major events required to bring about the
completion of the proposed transaction, and the scheduled closing
date of the transaction
3.5. If the transaction is to be an acquisition of voting shares, for each
class of shares to be acquired, state the percentage of shares that will
be acquired and the percentage that will be held after the acquisition.
If the transaction is to be an acquisition of assets, describe all general
classes of the assets to be acquired. (Examples: cash, non-voting
shares, land, intellectual property, merchandising inventory,
manufacturing plants, distribution facilities, retail stores, etc.).

3.6.
3.7.
3.8.
3.9.

If the transaction is to be a joint venture, state:


a) the name and principal business address of the joint venture;
b) the contributions that each person forming the joint venture
has agreed to make, including a description and the value
thereof, and the consideration that each contributing person
will receive for its contribution;
c) a general description of the business in which the joint venture
will engage, including the location of its principal assets, its
principal types of products or activities and the geographic
areas in which it will do business; and
d) the duration of the joint venture.
Ownership structure and control before and after the proposed
transaction
Description of the business objectives intended to be achieved as a
result of the proposed transaction
Any notice of proposed future acquisition
Copy of each legal document, or the most recent draft of that
document if it is not yet executed, that is to be used to implement the
proposed transaction

4. NOTICE OF FOREIGN AUTHORITIES


4.1. List of the foreign competition or antitrust authorities that have been
notified of the proposed transaction by the parties and the date on
which each authority was notified

5. INFORMATION REQUIRED FOR EACH PARTY TO THE TRANSACTION


5.1. Corporate documents of each party, i.e. articles of incorporation, bylaws and the latest General Information Sheet or its equivalent in
foreign jurisdictions.
5.2. List all affiliates of the party, who have significant assets in the
Philippines or significant gross revenues from sales in, from or into the
Philippines. For affiliates that file annual reports with the Securities
and Exchange Commission, provide the SEC Registration Number of
each of the affiliates.
5.2.1.
A chart describing the relationships between the party and
each affiliate listed above
5.3. Identify each line of business in which the party operated in (assets in,
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No. of
Pages

M.A.O.
Use

To supply additional information, please attach appendices where


applicable. Indicate the appendix letter or number and the number of
pages contained in each appendix in the appropriate column beside each
section of this form. When attaching each appendix to this Form, clearly
indicate the appendix letter or number on the upper right corner of the
first page of the appendix.

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No. of
Pages

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sales in or into and/or from the Philippines) in the most recent year.
5.4. Description of each of the principal businesses of the party
5.4.1.
The most recent annual report (or, if the annual report is not
available or if the financial statements are different from those
contained in the report, audited financial statements relating to
the principal businesses of the party for its most recently
completed fiscal year) and financial statements for subsequent
interim periods
5.4.2.
Summary description of each of the principal categories of
products included in each principal business as defined in its
day-to-day operations which the party produces, supplies or
distributes
5.4.3.
For each of the principal categories of products described
above, list the 10 most important current customers:
a) Customer name and address
b) Contact person
c) Telephone number
d) Annual volume or value of sales
5.4.4.
For each of the principal categories of products described
above, provide the total annual volume or peso value of sales to
all customers
5.4.5.
For each of the principal categories of products described
above, list the 10most important current suppliers:
a) Supplier name and address
b) Contact person
c) Telephone number
d) Annual volume or value of purchases
5.4.6.
For each of the principal categories of products described
above, provide the total annual volume or peso value of
purchases from all suppliers
5.4.7.
The geographic areas or regions of sales for each of the
principal businesses of the party

6. INFORMATION REQUIRED FOR EACH AFFILIATE OF THE PARTY IDENTIFIED IN


PART 4
6.1. Full name of the affiliate and address of each of its principal offices
6.2. Description of each of the principal businesses of the affiliate
6.2.1.
The most recent annual report (or, if the annual report is not
available or if the financial statements are different from those
contained in the report, audited financial statements relating to
the principal businesses of the party for its most recently
completed fiscal year) and financial statements for subsequent
interim periods
6.2.2.
Summary description of each of the principal categories of
products included in each principal business as defined in its
day-to-day operations which the affiliate produces, supplies or
distributes
6.2.3.
For each of the principal categories of products described
above, list the 10 most important current customers:
a) Customer name and address
b) Contact person
c) Telephone number
d) Annual volume or value of sales
Notifiable Transactions Form - Page 4 of 7

To supply additional information, please attach appendices where


applicable. Indicate the appendix letter or number and the number of
pages contained in each appendix in the appropriate column beside each
section of this form. When attaching each appendix to this Form, clearly
indicate the appendix letter or number on the upper right corner of the
first page of the appendix.

Appen
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Letter/
Numbe
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No. of
Pages

6.2.4.
For each of the principal categories of products described
above, provide the total annual volume or peso value of sales to
all customers
6.2.5.
For each of the principal categories of products described
above, list the 10 most important current suppliers:
a) Supplier name and address
b) Contact person
c) Telephone number
d) Annual volume or value of purchases
6.2.6.
For each of the principal categories of products described
above, provide the total annual volume or peso value of
purchases from all suppliers
6.2.7.
The geographic areas or regions of sales for each of the
principal businesses of the affiliate

7. REPORTS PREPARED FOR THE PURPOSE OF EVALUATING THE PROPOSED


TRANSACTION
7.1. In respect of each party, and each of its affiliates referred to in 4.1,
provide all studies, surveys, analyses and reports that were prepared
or received by an officer or director of the corporationor in the case
of an unincorporated entity, an individual who serves in a similar
capacityfor the purpose of evaluating or analyzing the proposed
transaction with respect to market shares, competition, competitors,
markets, potential for sales growth or expansion into new products or
geographic regions and, if not otherwise set out in that document, the
names and titles of the individuals who prepared the document and
the date on which it was prepared
7.2. State whether two or more parties to the transaction were in a
horizontal relationship in a market including any part of the Philippines
in the most recent year (or in the case of a joint venture, will be in a
horizontal relationship). If the answer is in the affirmative, state for
each horizontal relationship:
a) the market or markets in which the horizontal relationship
exists;
b) estimates of the total turnover in each such market and the
market shares of each party to the transaction, and the identity
and estimated market share of each other person whose
estimated market share is 10% or more; and
c) if both parties are sellers in the market, the identity of the five
largest customers of each party in the market; if both parties
are buyers in the market, the identity of the five largest
suppliers of each party in the market.
Explain the bases for your responses to this item and the sources of
information used in your responses.
7.3. State whether two or more parties to the transaction were in a vertical
relationship in a market including any part of the Philippines in the
most recent year (or in the case of a joint venture, will be in a vertical
relationship). If the answer is in the affirmative, state for each vertical
relationship the market or markets in which the vertical relationship
exists, the estimated total turnover in each such market and the
turnover of the selling party and the purchases of the buying party in
that market in the most recent year.
Explain the bases for your responses to this item and the sources of
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M.A.O.
Use

To supply additional information, please attach appendices where


applicable. Indicate the appendix letter or number and the number of
pages contained in each appendix in the appropriate column beside each
section of this form. When attaching each appendix to this Form, clearly
indicate the appendix letter or number on the upper right corner of the
first page of the appendix.

Appen
dix
Refere
nce
Letter/
Numbe
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No. of
Pages

M.A.O.
Use

information used in your responses.

8. OATHS AND SOLEMN AFFIRMATIONS


8.1. Affidavit attesting that a binding preliminary agreement has been
executed and that it has a good faith intention of completing the
proposed transaction.
8.2. Certification on oath or solemn affirmation of correctness and
completeness of information as required under Rule 4, Section 5 of the
Regulations.

9. MISCELLANEOUS
9.1. Is the proposed transaction public?
Yes
No
9.2. Where the structure of the proposed transaction is complex (e.g.,
involves several parties, steps or assets being transferred at different
times), explain the rationale for giving one notice and not several.
9.3. For statistical purposes, please indicate the value of the transaction as
determined in the prescribed manner pursuant to the Regulations.
Aggregate value of the assets
Gross revenues from sales
9.4. Any web site addresses which may contain information relevant to the
competition assessment of the proposed transaction (e.g., industry
associations, competitors)
9.5. Any other information which the party considers relevant
9.6. Authorization (e.g., Secretarys Certificate, Partnership Resolution,
Special Power of Attorney) for the party making this notification in
behalf of its UPE
9.7. Does this Form come with an electronic storage device which contains
electronic copies of this Form and its appendices?
Yes
No

AUTHORISATION AND CERTIFICATION


Check any that apply:
I hereby authorise the Philippine Competition Commission to disclose the information contained in
this notification to the competition authority of each country identified in Section 3.1.
I hereby authorise Philippine Competition Commission to disclose the information contained in this
notification to the competition authorities of the following countries only: Click or tap here to enter text.
This NOTIFICATION FORM, together with any and all appendices and attachments thereto, was
prepared and assembled under my direct supervision in accordance with instructions issued by the
Philippine Competition Commission. The information and data provided herein are complete, true and
correct to the best of my knowledge and/or based on authentic records.
NAME

TITLE

SIGNATURE

DATE

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SUBSCRIBED AND SWORN to before me this ___ day of _______________ at __________________, with the
affiant/s exhibiting to me their identification documents as follows:
NAME

Competent Evidence of
Identity

DATE and PLACE ISSUED

NOTARY PUBLIC
Doc. No. ______;
Page No. ______;
Book No. ______;
Series of 201_.

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