Filing for a Merger at KPPU in Indonesia

Requirements

• Threshold for Notification: A merger, consolidation, or acquisition must be notified to KPPU if the value of the business owner's assets resulting from the transaction exceeds IDR 2,500,000,000,000 (two trillion five hundred billion Rupiah).
• Applicable Transactions: The regulation applies to mergers, consolidations, and acquisitions of shares and/or assets that may result in monopolistic practices or unfair competition.
• Double Nexus Approach: For offshore transactions, both parties must generate revenue from and/or have assets in Indonesia for the transaction to be subject to merger filing obligations.

Needed Documents

• Notification Form: A completed notification form as prescribed by KPPU.
• Business Documents:
  • Articles of Association of the merging entities.
  • Financial statements for the last three years.
  • Business plans post-merger.
• Transaction Documents:
  • Agreements related to the merger or acquisition.
  • Valuation reports of the assets involved.
• Market Analysis: A report analyzing the market impact of the merger.
• Other Relevant Information: Any additional information that may assist KPPU in its assessment.

Procedure

• Preparation of Documents: Gather all necessary documents as outlined above.
• Online Submission:
  • All required documents must be submitted through the KPPU's online notification system at notifikasi.kppu.go.id.
  • The submission must be in the Indonesian language, as per Article 13 of KPPU Regulation No. 3/2023.
• Review Period:
  • KPPU will review the submitted documents. The review process for a normal notification typically takes up to 90 working days.
  • For simplified notifications, the review should be completed within 14 working days.
• Response from KPPU: After the review, KPPU will issue a decision regarding the merger. If additional information is required, KPPU may request clarification or further documentation.

Important Information

• Filing Fees: There may be fees associated with the filing process, which should be confirmed with KPPU.
• Exceptions: Certain transactions may be exempt from notification requirements, particularly if they do not meet the asset value threshold or do not significantly impact competition.
• Business Hours: KPPU reviews online filings on business days from 9 AM to 2 PM Western Indonesia Time.
• Regulatory Updates: The KPPU Regulation No. 3/2023, effective from March 31, 2023, has updated the procedures and requirements for merger notifications, replacing the previous regulation.

Relevant Links

• KPPU Official Website: KPPU
• Online Notification System: notifikasi.kppu.go.id
• New Regulation on Post-Closing Notifications: New Regulation
• KPPU Guidelines on Merger Control: Makarim Guidelines
• Legal Alert on New Merger Filing Regulation: Legal Alert

This comprehensive guide provides an 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 with all regulations and to facilitate a smooth filing process.

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