The Indonesia Competition Commission ("KPPU") has introduced a new merger control regulation, KPPU Regulation No. 3 of 2023 on the Assessment of Merger, Consolidation, or Acquisition of Shares and/or Asset that could Result in Monopolistic and/or Unfair Business Competition Practices ("New Merger Regulation"), which came into effect on 31 March 2023. The New Merger Regulation brings significant changes to the notification requirements for foreign-to-foreign merger transactions. Notification to KPPU is now required only if both parties involved in the transaction have assets and/or generate sales in Indonesia. Additionally, asset value calculations for the threshold analysis will be based on the Indonesian basis instead of a worldwide basis. The New Merger Regulation also implements an online filing system, shorter review periods for document completeness, and a comprehensive assessment hearing for transactions that may result in a significant change in market concentration.
In conjunction with the New Merger Regulation, the Government has introduced a filing fee for merger notifications through Government Regulation No. 20 of 2023 on Types and Tariffs of Non-Tax State Revenue Applicable to the Commission for the Supervision of Business Competition. The fee, calculated based on the lower value of assets or sales turnover, is payable if KPPU finds the transaction to be notifiable. However, provisions exist for reducing or fully waiving the filing fee under certain circumstances, such as supporting the development of micro, small, and medium enterprises or due to force majeure events. Businesses should be aware of the stricter administrative requirements introduced by the new regulation, including the need to file notifications online and ensure accurate information and document submission. Early assessment and compliance with the notification obligations to KPPU are strongly recommended to navigate the new regulatory landscape effectively.
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