PCC clears Robinsons’ acquisition of Rustan shares

MANILA, Philippines — The Philippine Competition Commission (PCC) has approved the acquisition by Robinsons Retail Holdings Inc. of Rustan Supercenters Inc. shares.

In a decision signed Thursday, the PCC mergers and acquisitions office ruled that the transaction “does not result in substantial lessening of competition in the relevant market.”

The acquisition will take place 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 Rustan’s shares is at P18 billion.

Through this transaction, Robinsons Retail is set to gain 100 percent of the issued and outstanding capital shares in Rustan Supercenters.

Robinsons Retail is engaged in trading goods, commodities and merchandise of any kind, with core retail operations in six business segments such as supermarkets, department stores, DIY stores, convenience stores, drug stores and specialty stores.

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

Rustan Supercenters is involved in grocery retailing and operates 75 branches of Marketplace by Rustan’s, Rustan’s Supermarkets, Shopwise, Shopwise Express and Wellcome in the country.

Both parties operate under the one-stop shop grocery retail market and the PCC found that 46 branches of all stores from the two firms overlap and operate in the same area at present.

“There is no ability and incentive for the parties to engage in foreclosure post-acquisition,” the PCC decision read, adding that there are enough players in the market even after the transaction.

Under the Philippine Competition Act, the PCC is mandated to review mergers and acquisitions that meet the thresholds to protect consumer interest. To date, PCC has received 153 notifications on transactions with a combined value of P2.41 trillion.

With the PCC’s clearance of the Robinsons-Rustan’s acquisition, the tally of approved transactions is now at 144.