Commission Decision No. 015-M-013/2018
Acquisition by Udenna Corporation of Shares in KGL Investment B.V.
The Philippine Competition Commission (PCC) has approved the acquisition by Udenna Corporation (Udenna) of the entire outstanding capital stock of KGL Investment B.V. (KGLI-BV). KGLI-BV is a private limited liability company under KGL Investment Coöperatief UA, and is incorporated and existing under the laws of the Netherlands.
PCC found that the transaction does not result in substantial lessening of competition within the Philippine market because there are no existing horizontal overlaps or vertical relationships that exist between the parties.
The parties’ compliance comes after the PCC rendered the transaction void and imposed a P19.6-million fine on the parties for consummating the deal without clearance from the antitrust commission.
Under the Philippine Competition Act (PCA), the country’s anti-trust body is mandated to review mergers and acquisitions to ensure that these deals will not prejudice the interest of the consumers.
Under PCC Case No. M-2017-001 promulgated last February 15, the parties were found to have violated Section 17 of the Republic Act No. 10667 and Rule 4, Section 3(b)(4) of its Implementing Rules and Regulations. The PCC Mergers and Acquisitions Office (MAO) found that Udenna bought the entire shareholdings of KGLI-BV as signed by the two parties through a Share Purchase Agreement dated July 28, 2016, and the deal consummated as reflected in a Deed of Transfer dated August 19, 2016.
The parties then filed their notification on March 23 and entered the Phase 1 review on April 5. The firms also paid the fine on April 19 at the National Treasury as part of the compliance order.
Udenna, a holding company and parent entity, is engaged in diverse business interests including distribute on and retail of refined petroleum products and lubricants, tankering and inter-island transport of petroleum products and other bulk products, ship management, operation of oil depots and storage facilities, operation of an industrial park, real estate or property development, and waste management and environmental services through its subsidiaries.
KGLI-BV is a holding company maintaining a single investment portfolio in the Philippines, which is the minority interest in KGLI-NM Holdings, Inc. (KGLI-NM). KGLI-NM’s subsidiary is Negros Navigation Co., Inc. (NENACO) which in turns owns 2Go Group, Inc. (2Go). NENACO and 2Go are domestic corporations with businesses in shipping and logistics. KGLI-BV has a minor effective ownership in NENACO and 2Go.
Post-Transaction, Udenna will own 100% of the KGLI-BV.