Philippines raises mergers and acquisitions review bar

Regulator revises antitrust review conditions

Philippines raises mergers and acquisitions review bar

Insurance News

By Roxanne Libatique

The Philippine government has implemented two regulatory updates affecting corporate transactions and investment activities within the insurance industry, reflecting ongoing efforts to align oversight practices with economic conditions and market evolution.

The Philippine Competition Commission (PCC) has revised the criteria under which mergers and acquisitions (M&As) must be reported for antitrust review.

Changes in mergers and acquisitions rules

The size of party (SOP) threshold has increased to PHP8.5 billion, and the size of transaction (SOT) threshold is now PHP3.5 billion. These values are recalibrated each year based on the country’s nominal GDP growth, as required under the Philippine Competition Act.

SOP represents the aggregate asset value of the acquiring party’s parent company, while SOT refers to the combined value of the entity being acquired, including any subsidiaries it controls.

The PCC said in a release that the update is the eighth since the law’s passage in 2015 and is intended to better allocate regulatory resources toward transactions that could affect market competition.

Mergers and acquisitions assessments

To date, the PCC has assessed 328 transactions with a cumulative value of PHP6.27 trillion, spanning sectors such as manufacturing, financial services, real estate, energy, and transport.

Even if a deal falls below the current reporting thresholds, the PCC may still choose to review it independently if there is a reason to believe the transaction may negatively impact competition.

“As the Philippines’s antitrust authority, the PCC reviews M&As to prevent deals that could substantially lessen competition in the relevant market,” the PCC said. “Even if a transaction falls below the notification thresholds, the PCC may still initiate a review motu proprio, or on its own initiative, if it has reasonable grounds to suspect that the transaction could significantly harm competition, or preliminary findings suggest it already has.”

Insurance investment rules

Separately, the Insurance Commission (IC) has issued Circular Letter No. 2025-09, consolidating previous regulations into a single framework governing the investment activities of insurance providers, professional reinsurers, and mutual benefit associations.

Under the new policy, firms can now invest in a broader array of financial instruments, including structured debt, bonds from supranational entities, and various collective investment schemes. Pre-approval will no longer be required for qualifying investments that meet defined standards, such as exchange listing or minimum credit ratings.

Insurance Commissioner Reynaldo Regalado noted that the revisions aim to streamline compliance and allow firms to adapt more quickly to financial market changes.

The policy also clarifies requirements for investments denominated in both local and foreign currencies, provided these assets meet predefined criteria and have been evaluated externally or listed on a regulated exchange.

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