PRESS RELEASE 007-2020
14 May 2020
PCC receives withdrawal notice on SMC-Holcim transaction
The Philippine Competition Commission (PCC) received notice from Top Frontier Investment Holdings, Inc. (Top Frontier) and Holcim Philippines, Inc. (HPI) on 13 May 2020, formally withdrawing their merger notification from the antitrust commission.
Under PCC’s rules, merger parties are required to inform the Commission of any substantial modification to their notified transaction, including the decision to abandon or withdraw it.
In its letter to PCC, Top Frontier, representing San Miguel Corporation (SMC) and its subsidiary First Stronghold Cement Industries, Inc. (FSCII), said its group shall no longer pursue another merger in similar or related markets involving the same parties as the proposed transaction.
HPI also said it will no longer submit comment on the allegations raised in the Statement of Concerns by the PCC’s Mergers and Acquisitions Office (MAO) given the aborted deal.
To recall, PCC’s MAO flagged competition concerns arising from the merger such as monopoly in Northwest Luzon, and increased market power and potential collusion among inter-related cement companies controlled by FSCII in the Northeast Luzon, Central Luzon, and Greater Metro Manila areas. (See Statement of Concerns here.)
The Commission provided the parties due course to address the competition concerns raised by MAO. PCC reverted to Phase 2 review of the transaction when the parties’ proposed voluntary commitments were rejected due to legal and enforceability issues.
The withdrawal came to pass during the final stage of the Phase 2 review, at a time when the proceedings were suspended in compliance with the Bayanihan to Heal as One Act and Administrative Order No. 30, subsequent to the community quarantine imposed amid the COVID-19 health crisis.
“PCC recognizes how the pandemic is changing the global economic landscape, sowing change in firms’ appetite for mergers, and causing severe disruption to businesses in the Philippines and abroad. Ultimately, we defer to SMC and HPI on their business decisions,” said PCC Chairman Arsenio M. Balisacan.
As the country’s antitrust authority, PCC is an independent quasi-judicial body established by the Philippine Competition Act to review mergers and acquisitions for possible substantial lessening of competition in the market and investigate anti-competitive conduct by businesses across all sectors. Through its mandate, PCC aims to ensure that businesses compete and consumers benefit from fair market competition.