pcc merger notification form

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 INFORMATION1.1. Is this filing for a cash tender offer?

☐ Yes ☐ No1.2. Bankruptcy?

☐ Yes ☐ No1.3. Ultimate Parent

Entity (UPE)Name:

Mailing address of head office:

Web site:Telephone number:

Fax number:1.4. The party supplying this notice is: ☐ an acquiring party ☐ an acquired party1.5. 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 or Acquired (if different from UPE)

☐ Not applicableName:

Mailing address:

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 Notification (if different from UPE)

☐ Not applicableName:

Mailing address:

1.10. Is this Form being filed on behalf of a foreign party?☐ Yes ☐ No

IDENTIFICATION OF PERSONS TO CONTACT REGARDING THIS FORM1.11. Individual to Contact 1.12. Alternate Individual to Contact

Name NameTitle Title

Mailing address Mailing addressTelephone

numberTelephone

numberFax number Fax number

Email address Email addressFEE INFORMATION1.13. 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.

☐ Not applicable

Notifiable Transactions Form - of 8

TRANSACTION NUMBER

Confirmation number: Click or tap here to enter text.1.16. Date expected of payment:

Click or tap to enter a date.

1.17. Official receipt for fee payment should be issued to:Click or tap here to enter text.

2. SUMMARY OF PROPOSED TRANSACTION2.1. 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 SHARES2.4. Value of voting

shares already held (₱MM):

₱ __________

2.5. Percentage of voting shares already held:

__________ %

2.6. Total value of voting shares to be held as a result of the acquisition (₱MM):

₱ __________

2.7. Total percentage of voting shares to be held as a result of the acquisition:

__________ %

ACQUISITION OF AN INTEREST IN A NON-CORPORATE ENTITY2.8. Value of non-

corporate interests already held (₱MM):

₱ __________

2.9. Percentage of non-corporate interests already held:

__________ %

2.10. Total value of non-corporate interests to be held as a result of the acquisition (₱MM):

₱ __________

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):

₱ __________

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



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3.1. Description of the proposed transaction3.2. Full name of each of the parties to the proposed transaction3.3. 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.).

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.3.6. Ownership structure and control before and after the proposed

transaction3.7. Description of the business objectives intended to be achieved as a

result of the proposed transaction3.8. Any notice of proposed future acquisition3.9. 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 AUTHORITIES4.1. 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 TRANSACTION5.1. Corporate documents of each party, i.e. articles of incorporation, by-

laws 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 above5.3. Identify each line of business in which the party operated in (assets in,

sales in or into and/or from the Philippines) in the most recent year.



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5.4. Description of each of the principal businesses of the party5.4.1. 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 addressb) Contact personc) Telephone numberd) 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 addressb) Contact personc) Telephone numberd) 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 46.1. Full name of the affiliate and address of each of its principal offices6.2. 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 addressb) Contact personc) Telephone numberd) Annual volume or value of sales

6.2.4. For each of the principal categories of products described above, provide the total annual volume or peso value of sales to



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all customers6.2.5. For each of the principal categories of products described

above, list the 10 most important current suppliers:a) Supplier name and addressb) Contact personc) Telephone numberd) 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 corporation—or in the case of an unincorporated entity, an individual who serves in a similar capacity—for 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 information used in your responses.

8. OATHS AND SOLEMN AFFIRMATIONS



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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. MISCELLANEOUS9.1. Is the proposed transaction public?

☐ Yes ☐ No9.2. 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 relevant9.6. Authorization (e.g., Secretary’s 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


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_.


pcc merger notification form

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