Indonesia’s merger control framework is found under Law No. 5 of 1999 Concerning Prohibition of Monopolistic Practices and Unfair Business Competition and Article 2(1) Government Regulation No. 57 of 2010, and Regulation of Indonesian Competition Commission Number 3 of 2023 Regarding Assessment of Mergers, Consolidations, or Acquisition of Shares and/or Assets That May Result in Monopoly Practices and/or Unhealthy Business Competition (effective as of 31 March 2023).

Guidelines on M&A in Indonesia

Mergers and acquisitions that breach the notification thresholds are required to be notified to the KPPU 30 business days after the effectivity of the transaction.

The assessment of a transaction will be based on the notification submitted by the parties. When submitting the notification, the parties must include a notification cover letter, identity card, letter of assignment and/or power of attorney of the representing party, notification form, and supporting documents. Supporting documents are in the form of financial statements, Business Actor group structure scheme before and after the transaction, company profile, transaction summary, business plan, transaction impact analysis, and others. KPPU will assess the completeness of the documents and conclude whether the transaction must be notified and given a notification registration number. This process is conducted for 3 days after the notification is submitted.

KPPU has 2 phases in assessing whether the transactions that must be notified have an impact on competition or not: the Preliminary Assessment Phase, and the Comprehensive Assessment Phase.

In the Preliminary Assessment Phase, KPPU will analyse the impact of the transaction on competition in industries and/or markets. It will define the relevant market and calculate the change in market concentration using the Herfindahl-Hirschman Index and/or Concentration Ratio.

KPPU divides the level of market concentration into 3 spectrums based on the value of HHI after the M&A, namely:
1. Spectrum I with an HHI value of less than 1,500 (HHI<1,500);
2. Spectrum II with an HHI value of 1,500 to 2,500 (1,500≤HHI≤2,500) and change (delta) of HHI of more than 250 (∆HHI>250);
3. Spectrum III with an HHI value of more than 2,500 (HHI>2,500) and change (delta) of HHI of more than 150 (∆HHI>150);

If the transaction has an impact on competition in industries and/or markets, the assessment shall proceed to Comprehensive Assessment Phase.

In Comprehensive Assessment Phase, KPPU will assess whether the transaction has the potential to result in the occurrence of monopolistic practices and/or unfair competition. For this, KPPU will look at the following:
1. barriers to entry
2. potential anticompetitive behaviour
3. efficiency
4. bankruptcy
5. relation to the government policy (to improve competitiveness and or strengthen the national industry)
6. development of technology and innovation
7. protection of micro, small and medium enterprises.
8. the impacts on the workforce
9. the implementation of laws and regulations, whether a M&A is conducted based on the order of laws and regulations or not (statutory by law).

These 2 phases take place within 90 working days.

If such M&A has the potential to result in the occurrence of monopolistic practices and/or unfair competition, there will be a Commission Panel Hearing to decide on the notified transaction, including the formulation of the remedies.

Ex-post notification with KPPU is mandatory if the following notification thresholds are breached: (i) the combined value of assets in Indonesia exceeds IDR 2.5 trillion; or (ii) the combined turnover in Indonesia exceeds IDR 5 trillion rupiahs. For banking, the asset size should exceed IDR 20 trillion.

The value calculated is the value of assets or sales located in Indonesia in the last year before the transaction date.

In addition to asset and sales threshold, such the notified transaction shall meet the criteria as follows: (i) change of control in target company; (ii) between non-affiliated parties; (iii) having asset and/or sales in Indonesia (double nexus).

Parties have to pay notification fees equivalent to 0.004% x value of asset or sales in Indonesia (or a maximum IDR 150 million).

The following are the exemptions to notification

1. For asset acquisition, it is exempt if:
   - transaction value is less than IDR 250 billion;
   - the transaction value is less than IDR 2.5 trillion in the event that the party is engaged in banking;
   - transactions conducted in the context of routine transactions; or
   - assets that are not related to the business activities of the acquiring party.

A copy of the Notification Form is available at https://notifikasi.kppu.go.id

More information is available in the CCC website:

https://kppu.go.id/daftar-notifikasi-merger/
https://kppu.go.id/pedoman/
https://kppu.go.id/peraturan-komisi/
https://eng.kppu.go.id/merger-regulation/
https://eng.kppu.go.id/merger-notification/