PCC approves Robinsons Retail’s acquisition of Rustan’s grocery portfolio

August 17, 2018

The Philippine Competition Commission (PCC)  approved the acquisition by Robinsons Retail Holdings Inc. (Robinsons Retail) of shares in Rustan Supercenters Inc. (Rustan Supercenters), a statement said Friday.

In a decision signed on August 16, the Mergers and Acquisitions Office (MAO) of the PCC found that the transaction “does not result in substantial lessening of competition in the relevant market.”

Robinsons Retail is set to gain 100 percemt of the issued and outstanding capital shares in Rustan Supercenters.

Robinsons Retail will acquire all the issued and outstanding capital shares of Rustan’s Supercenters through a shares-for-shares swap involving shares of Rustan Supercenters in exchange for 191,489,360 primary common shares of Robinsons Retail. The total consideration for the Rustan’s shares is approximately ₱18 billion.

Robinsons Retail is a multi-format retailer in the Philippines engaged in the business of trading goods, commodities and merchandise of any kind, with core retail operations in six (6) business segments—supermarkets, department stores, DIY stores, convenience stores, drug stores and specialty stores.

Robinsons Retail operates a total of 154 branches of Robinsons Supermarket, Robinsons Selections, Robinsons Easymart and Jaynith Supermarkets across the country.

Rustan Supercenters, on the other hand, is engaged in grocery retailing and is known to operate 75 branches Marketplace by Rustan's, Rustan's Supermarkets, Shopwise, Shopwise Express and Wellcome in the Philippines.

Both Robinsons Retail and Rustan Supercenters operate under the one-stop shop grocery retail market. PCC’s review noted that 46 branches out of all stores from both firms overlap and operate in same area to date.

“There is no ability and incentive for the parties to engage in foreclosure post-acquisition,” read the decision.

PCC also cited that a sufficient number of players remain in the market even after the buyout.

PCC, the country’s anti-trust body, is mandated under the Philippine Competition Act to review mergers and acquisitions that meet the thresholds to ensure that these deals will not harm the interest of consumers.

Since the PCC’s establishment, it has received 153 notifications with a combined worth of 2.41 trillion pesos. The Robinsons-Rustan’s acquisition is the 144th transaction approved by the PCC. DMS