Mergers & Acquisitions Roundtable: What’s Shaping Philippine M&A in 2026

The Philippines’ M&A market has remained active and increasingly cross-border, with foreign investors continuing to see the country as a strategic gateway in Southeast Asia. But as deal volume grows, so does regulatory complexity — from updated competition thresholds to sector-specific approval requirements. Here’s a roundtable-style look at the key issues shaping M&A transactions in the Philippines this year.

Deal Activity Remains Robust Across Key Sectors

Recent notable transactions illustrate the breadth of investor interest: Saudi Aramco’s acquisition of a 25% stake in Unioil Petroleum Philippines marked a significant entry into the local downstream fuels market, while private equity continues to circle the healthcare sector, evidenced by the ongoing multi-billion-dollar sale process involving Metro Pacific Health. Renewable energy, telecommunications infrastructure, logistics, and real estate have also seen substantial cross-border activity, reflecting investor confidence in the country’s growth sectors even as macro conditions stay uneven.

“Regulatory complexities, infrastructure limitations, and market volatility can impact the success of M&A activities.”

Updated Merger Notification Thresholds

One of the most immediately relevant developments for dealmakers: the Philippine Competition Commission’s compulsory merger notification thresholds increased effective March 1, 2026, following its annual inflation-linked adjustment. Transactions are now notifiable where they exceed PHP 9.1 billion for size of party or PHP 3.8 billion for size of transaction. Where a deal meets these thresholds, PCC clearance is a suspensory condition — meaning the transaction legally cannot close until the Commission issues clearance, or the applicable waiting period lapses without action.

Notably, the PCC has continued to modernize its review process through its Mergers and Acquisitions Office E-Notification system, an online facility for submitting notification forms, deficiency responses, and information requests, which has introduced more predictability into the review timeline for complex or cross-border deals.

Choosing the Right Deal Structure

Philippine law offers several structuring paths, each with distinct implications:

• Share acquisition — the most commonly used structure, where a buyer acquires a controlling interest directly from shareholders, taking on the target’s assets and liabilities (including undisclosed ones).
• Asset acquisition — allows a buyer to acquire specific assets and liabilities without absorbing the target entity itself, though this often involves more complex documentation across different asset categories.
• Statutory merger or consolidation — procedurally more involved, requiring SEC approval and a two-thirds shareholder vote, resulting in either an absorption of the target into the surviving entity or the formation of an entirely new consolidated entity.

Foreign Ownership and Sector-Specific Approvals

Foreign investors continue to navigate restrictions under the Foreign Investments Act and the Foreign Investment Negative List, which limits or restricts foreign equity participation in specific industries such as land ownership and retail trade. Deals involving regulated sectors — banks, insurance companies, public utilities, and telecommunications — require additional layers of approval from industry-specific regulators such as the Bangko Sentral ng Pilipinas or the Insurance Commission, on top of standard SEC and PCC requirements.

Public Company Transactions and the Tender Offer Rule

For deals involving publicly listed companies, the Securities Regulation Code imposes mandatory tender offer requirements. Generally, an acquirer that would obtain more than 35% of a public company’s voting shares — or an additional 2% within 12 months where it already holds between 35% and 50% — must extend a tender offer to all stockholders. Where the resulting stake exceeds 50% of outstanding equity, the offer price must be supported by a fairness opinion from an independent financial advisor.

Practical Takeaways for Dealmakers

• Build regulatory timing into deal schedules early. PCC review, sector-specific approvals, and SEC processes can materially affect closing timelines, especially for large or cross-border transactions.
• Confirm threshold applicability under the current PCC figures — thresholds are adjusted annually, and a deal that fell below notification requirements last year may not this year.
• Conduct thorough tax and regulatory due diligence upfront, particularly for cross-border deals where FEFTA-style foreign investment reviews or sector licensing requirements may apply.
• Structure carefully around foreign ownership restrictions, especially in deals touching land, retail, or other Negative List sectors.

Looking Ahead

With Asia’s broader 2026 M&A outlook pointing to continued growth tempered by greater strategic selectivity, Philippine dealmakers should expect deal terms and diligence processes to keep evolving — placing a premium on early regulatory engagement and precise deal structuring.

This article is for general informational purposes only and does not constitute legal advice. For guidance specific to your transaction, consult a qualified M&A practitioner.