Merger Filing Procedures at KPPU in Indonesia

1. Requirements for Merger Filing at KPPU

The Indonesian Competition Commission (Komisi Pengawas Persaingan Usaha, or KPPU) regulates merger filings under the KPPU Regulation No. 3 of 2023, which became effective on March 31, 2023. This regulation outlines the requirements, procedures, and necessary documentation for companies intending to merge or acquire assets in Indonesia. Below is a detailed guide on the merger filing process.

To determine whether a merger filing is required, companies must assess if they meet the following criteria:

• Thresholds: A merger filing is required if the combined assets or sales of the merging parties exceed certain thresholds set by the KPPU. As of the latest updates, the thresholds are:
  • Total assets of the merging parties exceed IDR 2.5 trillion (approximately USD 170 million).
  • Total sales or turnover of the merging parties exceed IDR 5 trillion (approximately USD 340 million).
• Jurisdiction: The merger must involve parties that have assets or generate sales in Indonesia. This applies to both domestic and foreign entities.
• Notification Timeline: The merger filing must be submitted within 30 business days after the effective date of the merger or acquisition.

2. Needed Documents for Submission

The following documents are typically required for a merger filing:

• Merger Notification Form: This form must be completed and submitted through the KPPU's online portal.
• Business Overview: A description of the merging parties, including their business activities, market share, and financial performance.
• Financial Statements: Recent financial statements of the merging parties, typically for the last three fiscal years.
• Market Analysis: An analysis of the relevant market, including market shares, competitive landscape, and potential impacts of the merger on competition.
• Transaction Documents: Copies of agreements or contracts related to the merger or acquisition.
• Affidavit of Truthfulness: A declaration confirming the accuracy of the submitted information.

3. Detailed Procedure for Filing

Step-by-Step Filing Process

1. Preparation of Documents: Gather all necessary documents as outlined above.
2. Online Submission:
   • Access the KPPU's online filing portal. The portal is available in the Indonesian language.
   • Complete the merger notification form and upload the required documents.
   • Ensure that all information is accurate and complete to avoid delays.
3. Payment of Filing Fees: As per the new regulations, a filing fee may be applicable. The fee structure is outlined in the KPPU's guidelines.
4. Confirmation of Submission: After submission, you will receive a confirmation receipt. Keep this for your records.
5. Review Process: The KPPU will review the submitted documents. They may request additional information or clarification during this process.
6. Decision: The KPPU will issue a decision regarding the merger within 30 business days from the date of submission. If the merger is approved, the parties can proceed with the transaction.

Where to Submit Documents

KPPU Online Portal: All documents must be submitted through the KPPU's online notification system. The portal can be accessed at KPPU Online Filing Portal.

4. Important Information and Exceptions

• Foreign-to-Foreign Mergers: A notification is only required if both parties have assets or generate sales in Indonesia.
• Post-Completion Notification: If a merger is completed without prior notification, parties may be required to notify the KPPU post-completion.
• Penalties: Failure to notify the KPPU can result in fines or other penalties, including the potential unwinding of the merger.
• Consultation: Companies may seek voluntary pre-filing consultations with the KPPU to clarify any uncertainties regarding the merger process.

5. Relevant Links and Resources for Reference

• KPPU Official Website: KPPU
• KPPU Regulation No. 3 of 2023: KPPU Regulation Document
• Merger Control Guide - Chambers and Partners: Chambers Guide
• Baker McKenzie Update on Merger Control: Baker McKenzie
• Legal Alert on New Merger Filing Regulation: SSEK Law Firm

This guide provides a comprehensive overview of the merger filing process at KPPU in Indonesia. Companies should ensure compliance with all requirements and timelines to facilitate a smooth merger process.

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