The Indonesia Competition Commission or KPPU has issued a new merger control regulation, namely 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”). Although this New Merger Regulation was only made available on 6 April 2023, it became effective from 31 March 2023.
Under the New Merger Regulation, a notification of foreign-to-foreign merger transaction only needs to be filed with the KPPU if both parties have assets and/or generate sales/turnover in Indonesia. This is a major departure from the previous KPPU Regulation No. 3 of 2019, which mandated filing even if only one party to the transaction had a nexus to the Indonesian market (click here for the notification criteria in the previous regulation). In addition, the threshold analysis for asset calculation reverts to the Indonesian basis from the worldwide basis.
Several days after publication of the New Merger Regulation, the government introduced a filing fee for merger notification 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 (“GR No. 20/2023”). GR No. 20/2023 was enacted on 5 April 2023, but will become effective 30 days from the enactment date (i.e., 5 May 2023)
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