Indonesia: KPPU online merger filing portal introduces a new feature - dual nexus assessment

In brief

In the latest update of the Indonesian Competition Commission (Komisi Pengawas Persaingan Usaha, "KPPU") online filing portal, a dual (double) nexus assessment Q&A is now required to be filled in by companies that submit a merger control notification. Although the KPPU has not issued any update to their merger filing guideline, this new questionnaire confirms how the KPPU assesses the dual nexus requirement for offshore transactions.


Contents

The dual nexus questionnaire

Through KPPU Regulation No. 3 of 2023 on Merger Filing Procedures, KPPU restates the dual nexus requirement as one of the requirements for an offshore transaction to be notifiable in Indonesia (i.e., both parties of a transaction have businesses in Indonesia). Details of this new regulation have been discussed in our previous client alert.

In a recent update on their online notification portal, KPPU clarifies how they assess the dual nexus requirement. KPPU requires each of the following entities to confirm whether they (i) have assets in Indonesia, (ii) have sales to Indonesia, and/or (iii) are incorporated and domiciled in Indonesia:

  1. From the side of the acquirer/the surviving company
  • The acquirer/the surviving company itself
  • Direct and indirect subsidiaries of the acquirer/the surviving company
  • The ultimate parent company of the acquirer/the surviving company group
  • Direct and indirect subsidiaries of the ultimate parent company of the acquirer/the surviving company group
  1. From the side of the target/non-surviving company
  • The target/merged company itself
  • Direct and indirect subsidiaries of the target company/the merged company

The response is to tick "yes" or "no", and one "yes" response from an entity in each group above will trigger the fulfilment of the dual nexus assessment.

* * * * *

LOGO_Indonesia HHP Law Firm_Jakarta

© 2024 HHP Law Firm. All rights reserved. HHP Law Firm is a member firm of Baker & McKenzie International. This may qualify as "Attorney Advertising" requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome.

Contact Information
Mochamad Fachri
Associate Partner at BakerMcKenzie
Jakarta
mochamad.fachri@hhplawfirm.com
Dyah Ayu Paramita
Associate Partner at BakerMcKenzie
Jakarta
dyahayu.paramita@hhplawfirm.com

Copyright © 2024 Baker & McKenzie. All rights reserved. Ownership: This documentation and content (Content) is a proprietary resource owned exclusively by Baker McKenzie (meaning Baker & McKenzie International and its member firms). The Content is protected under international copyright conventions. Use of this Content does not of itself create a contractual relationship, nor any attorney/client relationship, between Baker McKenzie and any person. Non-reliance and exclusion: All Content is for informational purposes only and may not reflect the most current legal and regulatory developments. All summaries of the laws, regulations and practice are subject to change. The Content is not offered as legal or professional advice for any specific matter. It is not intended to be a substitute for reference to (and compliance with) the detailed provisions of applicable laws, rules, regulations or forms. Legal advice should always be sought before taking any action or refraining from taking any action based on any Content. Baker McKenzie and the editors and the contributing authors do not guarantee the accuracy of the Content and expressly disclaim any and all liability to any person in respect of the consequences of anything done or permitted to be done or omitted to be done wholly or partly in reliance upon the whole or any part of the Content. The Content may contain links to external websites and external websites may link to the Content. Baker McKenzie is not responsible for the content or operation of any such external sites and disclaims all liability, howsoever occurring, in respect of the content or operation of any such external websites. Attorney Advertising: This Content may qualify as “Attorney Advertising” requiring notice in some jurisdictions. To the extent that this Content may qualify as Attorney Advertising, PRIOR RESULTS DO NOT GUARANTEE A SIMILAR OUTCOME. Reproduction: Reproduction of reasonable portions of the Content is permitted provided that (i) such reproductions are made available free of charge and for non-commercial purposes, (ii) such reproductions are properly attributed to Baker McKenzie, (iii) the portion of the Content being reproduced is not altered or made available in a manner that modifies the Content or presents the Content being reproduced in a false light and (iv) notice is made to the disclaimers included on the Content. The permission to re-copy does not allow for incorporation of any substantial portion of the Content in any work or publication, whether in hard copy, electronic or any other form or for commercial purposes.