Filing for a Merger at KPPU in Indonesia

Requirements

• Thresholds for Notification:
  • A merger must be notified to the KPPU if the combined assets or sales of the merging parties exceed IDR 600 billion (approximately USD 40 million).
  • For foreign-to-foreign mergers, notification is required only if both parties have assets or generate sales in Indonesia.
• Dual Nexus Requirement:
  • Both parties involved in the merger must have business operations in Indonesia for the transaction to be notifiable.
• Filing Fees:
  • A filing fee is applicable, which varies based on the size of the transaction.

Needed Documents

• Notification Form: A completed notification form as prescribed by the KPPU.
• Business Documents:
  • Articles of Association of the merging entities.
  • 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 share and competitive landscape post-merger.
• Affidavit: An affidavit confirming the accuracy of the submitted information.
• Additional Information: Any other documents that may be required by the KPPU based on the specifics of the merger.

Procedure

Step-by-Step Submission Process

1. Preparation of Documents:
   • Gather all required documents as listed above. Ensure that they are complete and accurate.
2. Online Submission:
   • All documents must be submitted through the KPPU's online notification system. The submission must be in the Indonesian language.
   • The online portal can be accessed at KPPU Online Merger Filing Portal.
3. Payment of Filing Fees:
   • Pay the applicable filing fees as per the KPPU's guidelines. Payment details will be provided during the online submission process.
4. Confirmation of Submission:
   • After submission, you will receive a confirmation receipt. This receipt is essential for tracking the status of your filing.
5. Review Period:
   • The KPPU will review the submitted documents. The review period typically lasts for 30 business days, during which the KPPU may request additional information or clarification.
6. Decision:
   • After the review, the KPPU will issue a decision. If the merger is approved, you will receive a notification of clearance. If there are concerns regarding competition, the KPPU may impose conditions or reject the merger.

Important Information

• Pre-Consultation:
  • Parties may opt for a pre-closing consultation with the KPPU to discuss the merger plan before formal submission. This can help clarify any potential issues early in the process.
• Confidentiality:
  • Information submitted to the KPPU is generally treated as confidential, but the KPPU may disclose information as required by law.
• Penalties for Non-Compliance:
  • Failure to notify a merger that meets the thresholds can result in significant fines and potential annulment of the merger.

Relevant Links

• KPPU Official Website: KPPU
• KPPU Regulation No. 3 of 2023: KPPU Regulation Document
• Merger Control Guide: Chambers and Partners
• Legal Alert on New Merger Filing Regulation: SSEK Law Firm
• Update on Indonesia's Merger Filing Procedures: Hogan Lovells

This guide provides a comprehensive overview of the requirements, documents, procedures, and important information for filing a merger at the KPPU in Indonesia. It is advisable to consult with legal experts or advisors familiar with Indonesian competition law to ensure compliance and smooth processing of your merger filing.

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