For Mergers and Acquisitions

NOTIFICATION FORM FOR MERGERS AND ACQUISITIONS INSTRUCTIONS

GENERAL Attach additional appendices as necessary in answering each item. Indicate an identifying appendix number on the The Notification Form (the “Form”) is required to be upper right corner of the first page of each appendix. submitted pursuant to Rule 4 of the Implementing Rules and Regulations of Republic Act No. 10667 (the “Rules”). Year Unless otherwise stated, all references to “year” refer to Information calendar year. If the data are not available on a calendar The central office for information and assistance concerning year basis, supply the requested data for the fiscal year the Rules and the Form is: reporting period which most nearly corresponds to the calendar year specified. Mergers and Acquisitions Office Philippine Competition Commission Filing 2/F DAP Building, San Miguel Avenue Notifying parties must complete and submit the Form, along Ortigas Center, Pasig City 1600 with all documentary attachments, to: Telefax: +632 631 2129 Email: [email protected] Mergers and Acquisitions Office Philippine Competition Commission Copies of the Form, Instructions and Rules are available at 2/F DAP Building, San Miguel Avenue www.phcc.gov.ph. Ortigas Center, Pasig City 1600

Definitions The PCC should likewise be provided, in a secure electronic The definitions and other provisions governing this Form are storage device, an electronic version of the completed Form set forth in the Rules. Additional clarification on items and all attachments, simultaneous with the submission of the mentioned in the Form is provided below. hard copy. Each attachment must be saved as a separate file, and the file name should include the identifying “ Acquired entities” refer to those entities whose assets, appendix number. For the hard copy, separate each voting securities or non-corporate interests are being appendix with a labelled tab. acquired. Submissions will only be accepted from 9:00 a.m. to 5:00 “Acquired group” refers to the acquired entities, its ultimate p.m., Monday to Friday. parent entity and all its affiliates. ITEM BY ITEM CLARIFICATIONS “ Acquiring entities” refer to those entities making the acquisition. Item 1.1. Indicate whether the filing is made pursuant to a tender “Acquiring group” refers to the acquiring entities, its ultimate offer, as defined in Chapter VI, Sec. 19 of the Securities parent entity and all its affiliates. Regulations Code, otherwise known as R.A. 8799.

“ Affiliate” refers to any entity who, alone or together with Item 1.2. any other entity, directly or indirectly, through one or more Indicate whether the acquired entity is undergoing intermediaries, controls, is controlled by, or is under common insolvency proceedings. control with, the subject entity. “Affiliates” include: Item 1.3. (1) A subsidiary company and a parent company; and “Ultimate Parent Entity” (UPE) is the juridical entity that, directly or indirectly, controls a party to the transaction, (2) Subsidiaries, directly or indirectly, of a common and is not controlled by any other entity as defined in Rule parent. 2(m) of the IRR. “Horizontal relationship” refers to a situation where two or more persons both operate as sellers or both operate as Item 1.9. buyers in the same market. Provide a contact within the filing entity other than the external legal counsel representing the entity. “ Vertical relationship” refers to a situation where an entity operates in a market that is immediately upstream or Items 1.12 – Item 1.16. downstream of a market in which another entity operates, There are currently no applicable filing fees. such that the two entities are in an actual or potential buyer- [NOTE: All sections referring to the payment of the filing seller relationship. fee in the form should be left blank until further notice from the Commission]. N.B.: There may be other types of economic or commercial relationships that are not strictly characterized as horizontal Items 3.2 – 3.19. or vertical, on which information may nonetheless be required to be provided the Mergers and Acquisitions Office For the value of the proposed transactions, kindly refer to (MAO). the IRR for clarification, specifically the thresholds provided under Rule 4, Section 3. Responses Item 5.4.

Instructions to PCC Notification Form (as of 31/08/2016) - Page 1 of 2 Provide a level of disaggregation for each principal category of product(s) and/or service(s) that is as detailed Items 6.2 – 6.6. as practicable, subject to further disaggregation if deemed In a situation where the entities in the acquiring and necessary by the MAO. acquired Notifying Group are not in a purely horizontal or vertical relationship, the information required in Items 6.2 Item 6.1. to 6.6 should in any case be provided by the notifying (a) For the acquiring entity, initially provide the specified parties, with guidance from the MAO, where appropriate. information only for the entities within its Notifying Group which operated in the same line of business with the Items 7.2–7.4. acquired entity and the entities it controls. Documents, reports submitted under these sections may (b) For the acquired entity, initially provide the specified be certified by the corporate secretary or duly authorized information only for the acquired entity and entities it custodian of such records within the submitting entity. controls which operated in the same line of business with the acquiring entity and entities within its Notifying Group. (c) MAO may nevertheless require submission of information on the entities within the Notifying Group of the acquired entity. (d) For each overlapping lines of business, description of product(s) and/or service(s) should be made per type of product or service and per brand (for products). Items 8.1 to 8.2. In the event that a document provided under these Item 6.2. sections is executed abroad, it must be authenticated (a) For the acquiring entity, initially provide the specified before the Philippine embassy or consular office of the information only for the entities within its Notifying Group place where such document was executed. The original which were in a vertical relationship in a market with the copies, and not mere photocopies, must be submitted to acquired entity and entities it controls. the MAO prior to the expiration of the relevant periods. (b) For the acquired entity, initially provide the specified information only for the acquired entity and entities it Item 9.2. controls which were in a vertical relationship in a market A short summary of the transaction will be posted online with the acquiring entity and entities within its Notifying for public information. Group. (c) MAO may nevertheless require submission of Certification information on the entities within the Notifying Group of the The Certification should be made in accordance with Rule acquired entity. 4, Section 5(b) and (d) of the IRR. In no case should the Certification be signed by the external counsel of the Item 6.3 (c). notifying parties. (a) For vertical relationships, the economic participants refer to other entities in the supply chain where the FILING OF INCORRECT OR MISLEADING INFORMATION acquiring and acquired entities are operating. (b) For horizontal overlaps, the economic participants Notifying parties are hereby informed that the filing of refer to the competitors of each party to the overlapping incorrect or misleading information to the Commission is lines of business. penalized under Section 29(c) of the Philippine Competition Act, which states: Item 6.6. (a) Prior acquisitions over the past five (5) years refer to “ The Commission may likewise impose upon any entity acquisitions made of shares, non-corporate interests or fines of up to one million pesos (P1,000,000.00) where, assets of entities that have assets in the Philippines or intentionally or negligently, they supply incorrect or generate revenues from sales in, into or from the misleading information in any document, application or Philippines, which are related to the notified transaction, other paper filed with or submitted to the Commission or e.g. those between the same parties or their affiliates, or supply incorrect or misleading information in an application where the assets previously acquired and are to be for a binding ruling, a proposal for a consent judgment, acquired under this notification belong to horizontally or proceedings relating to a show cause order, or application vertically related markets. for modification of the Commission’s ruling, order or (b) Contemporaneous or concurrent related acquisitions approval, as the case may be.” are those acquisitions that are related to the notified transaction, e.g. those between the same parties or their *** affiliates or where the assets acquired and are to be acquired under this notification belong to horizontally or vertically related markets.

Instructions to PCC Notification Form (as of 31/08/2016) - Page 2 of 2