PCC approves Ayala Land buyout of 290-ha in Azucarera de Tarlac;
Fullerton Healthcare takes on 60%-sharesin Asalus (Intellicare)
The Philippine Competition Commission (PCC) has approved 2 transactions, one involving land sale and another in healthcare management and services.
In the Commission Decisions signed on March 6, the Mergers and Acquisitions Office (MAO) 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 proposed 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, Tarlac.
“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.
As for second transaction, it involves the acquisition by Fullerton Healthcare Corporation Limited (Fullerton) of 60% 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% 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.
Avega is engaged in business of developing, maintaining, and promoting promoting integrated medical and health maintenance services, with the aim of providing a comprehensive, systematic and prevention-oriented concept of medical and health maintenance program, through the accreditation, integration and professional maintenance of the services of healthcare facilities and providers. It primarily offers TPA type of HMO product.
Aventus is engaged in the business of establishing, owning, and managing medical clinics and medical or clinical laboratories, including drug testing laboratories, and providing medical and healthcare services and products.
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.