The Philippine Competition Commission (PCC) has warned MERALCO PowerGen Corp. (MGen) and Pilipinas Enterprise Management Holdings Inc. (PEMHI) that paying a P5.8-million penalty does not close the book on their merger compliance, with repeat violations potentially drawing heavier fines or even nullification of their conditional clearance.
The regulator said the companies remain bound by commitments under an Undertaking that took effect upon completion of the transaction and will remain in force for five years.
“The Commitment Decision provides that any breach of any commitment, term, or condition in the Undertaking will be subject to fines or other measures that the Commission may deem necessary, including the nullification of the Commitment Decision,” the PCC said in response to queries.
The warning follows the regulator’s ruling holding MGen and PEMHI solidarily liable for P5.8 million in administrative penalties after repeatedly missing mandatory reporting deadlines tied to their merger clearance.
The PCC said continued noncompliance could result in daily fines in addition to penalties for violating the commitments. It also reiterated its authority to nullify the Commitment Decision, effectively putting the conditional clearance itself on the line.
The regulator further warned that “any repetition of the same or similar infraction shall be dealt with heavier fines.”
The transaction involved the acquisition of interests in power generation and industrial companies. The PCC allowed the deal to proceed after accepting voluntary commitments designed to address concerns over coordinated conduct and the potential unilateral exercise of market power in energy sales.
MGen views the latest penalty as a compliance issue rather than a challenge to the transaction itself.
The company said the ruling stemmed from late submissions of required quarterly reports, with accumulated daily penalties reaching P5.8 million. It fully paid the fine on Oct. 16, 2026.
“MGEN respects the PCC’s decision and we remain committed to timely compliance with our reporting obligations,” the company said.
The case nonetheless underscores the continuing regulatory price of conditional merger clearance. For MGen and PEMHI, the transaction may be completed, but the compliance clock is still running.
