Regulator voids Chelsea-Trans Asia deal

Anti-trust watchdog Philippine Competition Commission (PCC) has voided the P205.3 million acquisition deal between Chelsea Logistics Holdings Corp. and Trans-Asia Shipping Lines for failure to notify the commission of the transaction in December 2016.

At the same time, the PCC fined Chelsea P22.8 million regarding the botched transaction.

Chelsea Logistics Holding Corp. is a unit of KGLI-NM Holdings Inc., which in turn controls 2Go. Trans-Asia Shipping Lines operates a passenger and cargo shipping business in Cebu.

“Every M&A (merger and acquisition) notification subjected to PCC review is evaluated in a fair and transparent manner with the public’s welfare as foremost concern. There are sanctions for violations, there are clearances when there are no competition concerns,” said PCC Chairman Arsenio M. Balisacan.

The nullification of the Trans-Asia deal also led to PCC’s conditional clearance of a related transaction — the acquisition by Chelsea Logistics Holding Corp. of KGLI-NM Holdings Inc., which in turn controls 2Go.

The latter transaction involves the acquisition by Chelsea Logistics of shares in KGLI-NM to consolidate its majority ownership in KGLI-NM and gain a 52.98 percent stake in the 2Go group.

PCC’s investigation initially found that control of both 2Go and Trans-Asia by Chelsea would lead to a substantial erosion of competition affecting roll-on/roll-off passenger shipping services (RoPax) in Cebu-Cagayan De Oro, Cagayan De Oro-Cebu, Cebu-Ozamis, Ozamis-Cebu, Cebu-Iligan and Iligan-Cebu legs; and cargo shipping services in the same areas plus the Cebu-Zamboanga leg. In these legs, 2Go and Trans-Asia overlap or compete directly with each other.

However, Chelsea and its parent firm Udenna Corp. protested the ruling and insisted the deal is not covered by the compulsory notification because the transaction was below the P1 billion threshold. It added the PCC even raised the mandatory review value floor to P2 billion.