Filing for a Merger at KPPU in Indonesia

1. Requirements for Filing a Merger at KPPU

To file a merger with the KPPU, the following requirements must be met:

• Threshold Criteria: The merger must meet specific financial thresholds. As per the KPPU regulations, a merger must be notified if:
  • The combined value of assets exceeds IDR 2.5 trillion, or
  • The combined value of sales exceeds IDR 5 trillion, calculated based on global assets, including assets outside Indonesia.
• Local Nexus: For offshore transactions to be notifiable, both parties must have business operations in Indonesia.
• Notification Timing: The notification must be submitted prior to the completion of the merger.

2. Needed Documents for Merger Submission

The following documents are typically required for a merger filing:

• Notification Form: A completed merger notification form, which can be obtained from the KPPU's online portal.
• Business Documents:
  • Company registration documents (e.g., Articles of Association).
  • Financial statements for the last three years.
• Merger Agreement: A copy of the merger agreement or relevant transaction documents.
• Market Analysis: An analysis of the market impact of the merger, including potential effects on competition.
• Dual Nexus Questionnaire: If applicable, a questionnaire confirming the local nexus of the transaction.
• Power of Attorney: If the filing is being made by a representative, a power of attorney must be included.

3. Detailed Procedure for Document Submission

Step-by-Step Submission Process:

1. Prepare Documents: Gather all required documents as listed above.
2. Online Filing:
   • Access the KPPU's online notification system at KPPU Online Notification Portal.
   • Complete the online notification form in the Indonesian language, as required by Article 13 of KPPU Regulation No. 3/2023.
3. Submission Timing: The KPPU will only review submissions on business days from 9 AM to 2 PM Western Indonesia Time.
4. Confirmation of Submission: After submission, you will receive a confirmation receipt. Ensure to keep this for your records.
5. Review Process:
   • The KPPU will check the completeness of the documents within 14 business days. If the documents are complete, the KPPU will proceed with the review process.
   • The review process can take up to 90 business days, depending on the complexity of the merger.

4. Important Information and Exceptions

• Filing Fees: As of the new regulation, there may be filing fees associated with the merger notification. It is advisable to check the latest fee structure on the KPPU website.
• Exceptions:
  • If the merger does not meet the financial thresholds or if both parties do not have a local nexus, the transaction may not need to be notified to the KPPU.
  • Certain types of mergers may be exempt from notification, such as those involving public interest or national security.
• Post-Merger Notification: After the merger is completed, a post-merger notification may be required, depending on the specifics of the transaction.

5. Relevant Links and Resources for Reference

• KPPU Official Website: KPPU
• KPPU Regulation No. 3 of 2023: KPPU Regulation Document
• KPPU Online Notification Portal: KPPU Online Notification
• Legal Alert on New Merger Filing Regulation: Legal Alert
• Chambers Practice Guide on Merger Control: Chambers Guide

This guide provides a comprehensive overview of the requirements and procedures for filing a merger at KPPU in Indonesia. It is advisable to consult with legal experts or advisors familiar with Indonesian competition law to ensure compliance and to navigate any complexities that may arise during the process.

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