PCC Case No.

M-2018-005

In the Matter of Macsteel Global SARL B.V. and MSSA Investments B.V.’s Alleged
violation of the Compulsory Notification Requirements Under Section 2.1 of the PCC
Rules on Merger Procedure

Macsteel Global SARL B.V. and MSSA Investments B.V.

Facts:

Macsteel Global SARL B.V. and MSSA Investments B.V. allegedly entered a transaction
whereby the former acquires 50% of the shares of the latter through a Sale of Shares on July 2,
2008. They failed the compulsory notification requirement provided under the PCC Rules on
Merger Procedure.

Macsteel Global SARL B.V. is a private company registered and domiciled in Luxemberg. It is a
wholly owned subsidiary of Macsteel Holdings Luxembourg, engaged in steel processing and its
distribution. Macsteel International, is a joint venture company whose shares are equally owned
by Macsteel and MSSA, subsidiary of Dutch Steel and Mining Company and ArcelorMittal S.A.

Respondents do not have assets in the Philippines but they declared in their Merger Form their
Philippine revenues generated through joint venture Macsteel Intl and its subsidiaries.

Issue: WON the respondent meets the compulsory notification threshold.

Held:

Section 2.1 of the Rules on Merger Procedure provides that parties to a merger that meets the
compulsory notification threshold shall notify the PCC within 30 days from the date of execution
of the relevant definitive agreement. The violation of the same is committed upon the
concurrence of the following elements:
a. Parties signed a definitive agreement relating to a merger and acquisition;
b. Merger or acquisition is a notifiable transaction under the law;
c. Parties notified the commission beyond the 30 days period following the signing of the
definitive transaction;
d. Parties have not consummated the transaction prior the commission’s approval

1. Respondents’ representatives signed Sale of Shares Agreement.

2. Respondents’ act of filing notification is an admission that the transaction is notifiable.
a. Size of the person test- Macsteel Holdings is the UPE of MacGlobal with gross
revenue exceeding 1billion;
b. Size of the transaction test- the acquired entity derived revenues that exceeds
1billion
3. Respondents notified the commission 50 days after the signing of agreement
 4. The submission of the respondents’ to the MAO is a presumption that the agreement
was not yet consummated.

Good faith and lack of prejudice are not valid defense against late notification.