PCC approves Ayala Land buyout of 290 hectares in Azucarera de Tarlac

March 8, 2018

The Philippine Competition Commission (PCC) has approved two transactions, one involving land sale and another in healthcare management and services.

In the decisions signed on March 6, the Mergers and Acquisitions Office of the PCC found that both transactions do not result in substantial lessening of competition in their respective relevant markets.

In the case of the first acquisition, Ayala Land, Inc. (ALI) is buying approximately 290 hectares of land of Central Azucarera de Tarlac (CAT), located in Barangay Central, San Miguel, Tarlac City.

“The parties are not operating in the same geographic market,” cited the ALI-CAT decision.

ALI is a publicly-listed corporation in the Philippines. It is primarily engaged in the planning and development of large-scale, integrated estates, having a mix of use for the sale of residential lots and buildings, office buildings, and commercial and industrial lots, leasing of commercial and office spaces and the development, operation, and management of hotels and resorts. ALI is also engaged in property management, construction, and other businesses like retail and healthcare.

CAT is also a publicly-listed corporation in the country and primarily engaged in the manufacturing of sugar and all its by-products. Its facilities include the sugar milling and refinery, distillery and carbon dioxide plants located in Tarlac.

The second transaction involves the acquisition by Fullerton Healthcare Corporation Limited (Fullerton) of 60 percent of the issued and outstanding capital shares in Asalus Corporation (Asalus), Avega Managed Care, Inc. (Avega), and Aventus Medical Care, Inc. (Aventus).

Asalus, Avega, and Aventus are domestic corporations who are related parties. Following the transaction, Fullerton owns 60 percent of the issued and outstanding capital shares of Asalus, Avega, and Aventus.

“No overlaps exist between the parties in the domestic geographic market in health maintenance organization (HMO), third-party administration (TPA) products, and clinical and drug testing laboratories,” the decision read.

Fullerton is a foreign corporation, and through its subsidiaries, engages principally in the provision of enterprise healthcare services and specialty service in Singapore, Malaysia, Indonesia, China, Australia and New Zealand.

Asalus Corporation is operating under the tradename of “Intellicare,” which was incorporated primarily to engage in the business of developing, maintaining, and promoting integrated medical and health maintenance services. It offers HMO products and standard full HMO services.

PCC, the country’s anti-trust body, is mandated under the Philippine Competition Act to review mergers and acquisitions, including joint ventures, that meet the P1-billion threshold to ensure that these deals will not harm the interest of consumers.

Since the PCC’s establishment, it has received 152 notifications, 41 of which were global mergers, with a combined worth of 2.25 trillion pesos. These 2 deals represent the 126th and 127th approved M&As by the Commission. Majority of these came from the manufacturing, financial, electricity, real estate and transportation sectors. DMS