Guideline-on-Merger-Review-1pkpu Breakdown

INDONESIA COMPETITION COMMISSION
GUIDELINES FOR THE ASSESSMENT OF MERGERS, CONSOLIDATIONS, OR

ACQUISITIONS
Published and put into effect as from October 6, 2020

TABLE OF CONTENTS
CHAPTER Introduction ............................................................................... 1

1.1. Background .......................................................................................... 1
1.2. Purposes .............................................................................................. 2
1.3. Scope ................................................................................................... 2
1.4. Use of Terms ........................................................................................ 2
1.4.1. Mergers, Consolidations, or Acquisitions ................................. 3
1.4.2. Notifications .............................................................................. 3
1.4.3. Business Actors and Business Entities .................................... 3
1.5. Systematics of the Guidelines ............................................................... 4
CHAPTER II Forms of Merger, Consolidation, or Acquisition ................. 5
2.1. General ................................................................................................. 5
2.2. Types of Transaction ............................................................................ 5
2.3. Forms of Merger, Consolidation, or Acquisition that are subject to Mandatory
Notification ............................................................................................. 5
2.3.1. Mergers .................................................................................... 6
2.3.2. Consolidations ......................................................................... 6
2.3.3. Acquisitions .............................................................................. 7
2.3.4. Share Acquisitions ................................................................... 7
2.3.4.1. Direct Share Acquisition from Shareholders ............ 8
2.3.4.2. Share Acquisitions through Capital Markets ............ 8
2.3.4.3. Share Acquisitions through Capital Increase............ 9
2.3.5. Acquisitions of Share Equivalents ............................................. 10
2.3.5.1. Transfer of Assets ................................................... 10
2.3.5.2. Acquisition of Participating Interest ......................... 11
BAB III Procedures for the Notification and Consultation of Mergers,
Consolidations, or Acquisitions ................................................................ 12
3.1. General ................................................................................................. 12
3.2. Notifications ........................................................................................... 12
3.2.1. Notification Requirements ........................................................ 12
3.2.1.1. Thresholds .............................................................. 12
3.2.1.2. Calculations of Assets Value and Sales Value ......... 13
3.2.1.3. Affiliated Companies ............................................... 17
3.2.1.4. Change of Control ................................................... 18
i
3.2.1.5. Joint Venture (JV) ................................................... 19
3.2.1.6. Stipulation of Not Mandatory Notification ................ 20
3.2.1.7. Transfer of Assets ................................................... 21
3.2.2. Notification Period ....................................................................... 23
3.2.3. Legally Effective Date .................................................................. 23
3.2.4. Notification Procedures ................................................................ 23
3.2.4.1. Notification Form ..................................................... 24
3.2.4.2. Supporting Documents of Notification ..................... 28
3.3. Consultation .......................................................................................... 34
3.3.1. General Provisions ..................................................................... 34
3.3.2. Consultation Procedures ............................................................. 34
3.3.2.1. Consultation Form ................................................... 35
3.3.2.2. Supporting Documents of Notification ..................... 35
3.3.3. Validity Period of Consultation .................................................... 36
3.4. Foreign Mergers, Consolidations, or Acquisitions ................................. 36
3.5. Report Summary ................................................................................... 37
3.6. Language .............................................................................................. 37
3.7. Working Hours ...................................................................................... 38
CHAPTER IV Assessment of Mergers, Consolidations, or Acquisitions 38
4.1. Assessment of ICC ............................................................................... 38
4.2. Analysis of ICC ..................................................................................... 38
4.2.1. Market Concentration ............................................................... 39
4.2.1.1. Definition .................................................................. 39
4.2.1.2. Relevant Market ...................................................... 39
4.2.1.3. Change Analysis of Market Concentration .............. 39
4.2.1.4. Vertical Mergers, Consolidations, or Acquisitions .... 43
4.2.1.5 Conglomerate Mergers, Consolidations, or Acquisitions
.................................................................................. 43
4.2.2. Barriers to Market Entry ............................................................... 43
4.2.2.1. Definition ................................................................. 43
4.2.2.2. Analysis of Barriers to Market Entry
................................................................................. 44
4.2.3. Potential Anticompetitive Behavior ............................................. 45
4.2.3.1. Unilateral Effect ....................................................... 45
4.2.3.2. Coordinated Effect .................................................. 45
ii
4.2.3.3. Market Foreclosure ................................................. 46
4.2.4. Efficiency................................................................................... 47
4.2.5. Bankruptcy ............................................................................... 47
4.3. Other Assessment Aspects .................................................................. 48
CHAPTER V Assessment Results of Mergers, Consolidations, or Acquisitions
........................................................................................................ 49
5.1. Assessment Results of Notification ....................................................... 48
5.1.1. Stipulation of Notification .......................................................... 48
5.1.2. Opinions of ICC in respect of Notification ................................. 48
5.1.3. Notification Stipulation Format ................................................. 49
5.2. Asssessment Results of Consultation ................................................... 49
5.2.1. Stipulation of Consultation ....................................................... 49
5.2.2. Opinions of ICC in respect of Consultation .............................. 49
5.2.3. Consultation Stipulation Format ............................................... 49
CHAPTER VI Conditional Appproval ......................................................... 49
6.1. General ................................................................................................. 49
6.1.1. Forms of Conditional Approval ................................................. 50
6.1.2. Application for Conditional Approval ........................................ 50
6.2. Responses to Conditional Approval ...................................................... 50
6.2.1. Accepting Conditional Appproval ............................................. 51
6.2.2. Not Accepting Conditional Approval ......................................... 51
6.3. Results of Supervision of the Implementation of Conditional Approval . 51
CHAPTER VII Notification with Simple Assessment ................................ 51
7.1. General .................................................................................................. 51
7.2. Criteria ................................................................................................... 52
7.3. Supporting Documents of Notification with Simple Assessment ............ 53
7.4. Notification Period with Simple Assessment ......................................... 53
7.5. Notification Stages with Simple Assessment ........................................ 53
7.6. Notification Stipulation Format with Simple Assessment ...................... 53
CHAPTER VIII Supervision of Mergers, Consolidations, or Acquisitions 53
8.1. Supervision .......................................................................................... 53
8.2. Initiative Study ...................................................................................... 54
8.3. Pre-investigation ................................................................................... 54
8.4. Case Handling ...................................................................................... 54
8.5. Sanctions in Law No. 5/1999 ................................................................ 55
iii
8.5.1. Administrative Sanctions .......................................................... 55
8.5.2. Criminal Sanctions ................................................................... 55
8.6. Authorities of ICC .................................................................................. 56
CHAPTER IX Closing .................................................................................. 57
iv
LIST OF FIGURES
Figure 2.1. Mergers................................................................................. 6

Figure 2.2. Consolidations ..................................................................... 7
Figure 2.3. Direct Share Acquisition from Shareholders ........................ 8
Figure 2.4. Share Acquisition through Capital Markets .......................... 9
Figure 2.5. Share Acquisition through Capital Increase .......................... 9
Figure 2.6. Transfer of Assets ................................................................ 10
Figure 2.7. Acquisition of Participating Interest ....................................... 11
Figure 2.8. Calculations of Assets Value ............................................... 14
Figure 2.9. Calculations of Sales Value ................................................. 16
Figure 2.10 Affiliated Companies ……………………………………………. 18
Figure 2.11. Change of Control ................................................................. 19
Figure 2.12. Illustration of Acquisition by JV ............................................ 20
v
ATTACHMENT LIST
Attachment I : Chart of Notification Assessment Procedures

Attachment II : Chart of Business Groups
Attachment III : Chart of Consultation Assesment Procedures
Attachment IV : Chart of Notification with Simple Assessment
Attachment V : Chart of Supervision of Mergers, Consolidations, or Acquisitions
Attachment VI : Chart of Conditional Approval
Attachment VII : Format of Stipulation of Not Mandatory Notification
Attachment VIII : Format of Stipulation of Notification
Attachment IX : Format of Stipulation of Consultation
vi
1
CHAPTER I
INTRODUCTION
1.1. Background
Mergers, Consolidations, or Acquisitions constitute corporate actions that
basically may have positive impacts, among other things, the creation of synergy
and business consolidation which stimulates business growth and diversification.
However, on the other than, such corporate actions may result in enhanced
concentration in the relevant market that may harm their rival Business Actors,
Business Actors in the Upstream, Business Actors in the Downstream Market,
consumers, and/or the public.
Article 28 of Law Number 5 Year 1999 regarding Prohibition of Monopolistic
Practices and Unfair Business Competition (Law No. 5/1999) regulates the
prohibition of Mergers, Consolidations, and/or Acquisitions of Company Shares
if such actions may result in the occurrence of monopolistic practices and/or
unfair business competition. Law No. 5/1999 orders that further provisions
regarding Mergers or Consolidations or Acquisitions of Company Shares be
provided for in a government regulation.
Furthermore, Article 29 of Law No. 5/1999 regulates that mergers or
consolidations, or Acquisitions of Shares as intended in Article 28 of Law No.
5/1999 which results in the assets value and/or sales value exceeds a certain
amount, must be notified to the Indonesia Competition Commission (ICC) by no
later than 30 (thirty) days as from the date of Mergers, Consolidations, or
Acquisitions. Further provisions regarding the setting of the assets value and/or
sales value as well as notification procedures are provided for in a government
regulation.
The implementation of Articles 28 and 29 of Law No. 5/1999 is set forth in
Government Regulation Number 57 Year 2010 regarding Mergers or
Consolidations and Acquisitions of Company Shares that May Result in the
Occcurence of Monopolistic Practices and Unfair Business Competition
(Government Regulation No. 57/2010). Furthermore, ICC issued Regulation of
ICC No. 3 Year 2019 regarding the Assessment of Mergers or Consolidations or
Acquisitions of Company Shares that may Result in the Occurrence of
Monopolistic Practices and/or Unfair Business Competition (Regulation of ICC
No. 3/2019).
Notification of Mergers, Consolidations, or Acquisitions in many countries
applies a prenotification approach. The basic principle developed through this
approach is prevention efforts so that Mergers, Consolidations, or Acquisitions
do not give rise to the occurrence of monopolistic practices and/or unfair
business competition. However, what is applied in Indonesia is different, for it
applies a postnotification approach as provided for by virtue of the provisions of
Article 29 of Law No. 5/1999 and Government Regulation No. 57 Year 2010 as
followed up by ICC by issuing Regulation of ICC No. 3 Year 2019.
Based on various considerations, the implementation of a regulation often
generates different interpretations, therefore, ICC has prepared these guidelines
1
2
to minimize such differences in interpretation. These guidelines apply to all

Business Actors, whether individuals, Business Entities, or business forms that
are treated as equal to Business Entities which are regulated on the basis of the
applicable laws both in Indonesia and abroad, including therein State-Owned
Enterprises (SOEs) and Regional Government-Owned Enterprises (RGOEs).
1.2. Purposes
The purposes of these guidelines are to:
1. Create legal certainty and justice through the same interpretation of Articles
28 and 29 of Law No. 5/1999 jo (in conjunction with). Government
Regulation No. 57/2010 jo. Regulation of ICC No. 3/2019.
2. Implement Articles 28 and 29 of Law No. 5/1999 jo. Government Regulation
No. 57/2010 jo. Regulation of ICC No. 3/2019 in a consistent, appropriate,
accountable, and fair manner.
3. Better ascertain the duties and functions of ICC in preventing monopolistic
practices and/or unfair business competition by Business Actors as a result
of Mergers, Consolidations, or Acquisitions.
4. Oversee mergers, consolidations, or acquisitions in order to improve the
effectiveness and efficiency of business activities that boost the national
economic advancement as one of the efforts to improve people's welfare.
5. Keep abreast of the development or dynamics of business activities or keep
abreast of the times.
1.3. Scope
These guidelines cover the philosophy and direction of provisions in
promoting fair business competition through Mergers, Consolidations, or
Acquisitions. Acquisitions cover all forms, both general acquisition of capital
(equity) and special acquisition of (stocks/shares) as issued by business entities
in the form of Limited Liability Company, including all the mechanisms and
methods of such acquisitions. Acquisition transactions that become center of
attention are transactions that give rise to the occurrence of transfer of control
and there is a potential for Monopolistic Practices and or Unfair Business
Competition in the relevant market.
These guidelines spell out the forms of Mergers, Consolidations, and
Acquisitions of Shares or the equivalent of Shares, Procedures for Notification
and Consultation on Merger of Business Entities, Consolidation of Business
Entities, or Acquisition of Shares or share equivalents, actions of ICC to Assess
Notifications and Consultations submitted, Conditional Approval, Notification with
Simple Assessment, and Supervision of Mergers or Consolidations or
Acquisitions up to the imposition of sanctions in accordance with Law No. 5/1999.
1.4. Use of Terms
These guidelines will explain further various terms that need to be
confirmed so as to avoid different interpretations from occurring.
2
3
1.4.1. Mergers, Consolidations, or Acquisitions

Mergers, Consolidations, or Acquisitions have several different definitions
and terms in several laws and regulations. Law Number 8 Year 1995 regarding
Capital Markets (Law No. 8/1995), Law No. 5/1999, and Law No. 40 Year 2007
regarding Limited Liability Companies (Law No. 40/2007) use the terms
“Mergers”, “Consolidations”, and “Takeovers”. Meanwhile, Law Number 23 Year
1999 regarding Bank Indonesia (Law No. 23/1999) jo. Government Regulation
Number 28 Year 1999 regarding Bank Mergers, Consolidations, and Acquisitions
(Government Regulation No. 28/1999) use the terms "Mergers",
"Consolidations", and "Acquisitions", which have the same meanings as
Mergers, Consolidations, and Acquisitions. Similarly, the terms “Mergers”,
“Consolidations”, and “Acquisitions” are used in the banking sector as provided
for in Law Number 21 Year 2011 regarding Financial Services Authority. Even
though the terms are not defined, they have the same meanings as Mergers,
Consolidations, and Acquisitions. As a comparison, several countries use the
terms business concentration and takeover.
Mergers, Consolidations, and Acquisitions as intended in Law No. 5/1999
have a broad scope of meaning, not only limited to Mergers, Consolidations, or
Acquisitions of limited liability companies as provided for in Law No. 40/2007, but
they may also be in the shape of Mergers, Consolidations, or Acquisitions in
accordance with the provisions in laws and regulations regarding banking, or
other forms such as Mergers, Consolidations, or Acquisitions among several
public accounting firms or law firms.
These guidelines use the terms as defined in the provisions of Law No.
5/1999, namely "Mergers", "Consolidations", and "Acquisitions". Mergers,
Consolidations, and Acquisitions as intended in these Guidelines are the actions
of Business Actors that:
a. create a concentration of control of several Business Actors that were
previously independent to become 1 (one) Business Actor or 1 (one) group
of Business Actors; and/or
b. result in a change in control from one Business Actor to other Business
Actor that was each previously independent so as to create a control
concentration or market concentration.
1.4.2. Notifications
Law No. 5/1999 uses the term "notifications", meanwhile Government
Regulation No. 57/2010 uses the term "written notices". Law No. 5/1999 and
Government Regulation No. 57/2010 do not provide the definitions of
“notifications” or “written notices”. Furthermore, as provided for in Regulation of
ICC No. 3/2019, these Guidelines will use the term "Notifications" which has the
same definition or meaning as "notices" as intended in Law No. 5/1999 and
"written notices" as intended in Governmetn Regulation No. 57/2010.
1.4.3. Business Actors and Business Entities
Law No. 5/1999 provides for the definition of "Business Actors" but it also
uses the term "business entities" in the operations of the articles, especially the
3
4
provisions of Articles 28 and 29 that regulate merger and consolidation actions

without providing a definition. Government Regulation No. 57/2010 provides the
definition of “Business Entities” and at the same time uses it in the regulating of
Mergers and Consolidations, meanwhile Acquisitions still use the term Business
Actors. In this regard, ICC understands that Mergers, Consolidations, and
Acquisitions constitute a form of actions taken by companies/corporations
(corporate actions) so that these guidelines use the term Business Entities.
Especifically for Acquisitions, whether the Acquisitions of Shares or Share
Equivalents, although it constitutes a corporate action, however, the acquisition
of Shares or share equivalents can be obtained from individual Business Actors
so that in some contexts, Acquisitions in these guidelines use the term "Business
Actors".
1.5. Systematics of the Guidelines
These Guideliens will be prepared based on the following systematics:
CHAPTER I Introduction.
This chapter explains the reasons behind the preparation of the
guidelines, purposes, scope, use of terms, and the systematics of the
guidelines.
CHAPTER II Forms of Merger, Consolidations, or Acquisition.
This chapter describes Mergers, Consolidations, or Acquisitions that
are horizontal, vertical, and conglomerate in nature. Apart from that, it
also explains the forms of Merger, Consolidation, or Acquisition that
must be notified to ICC.
CHAPTER III Procedures for Notification and Consultation of Mergers,
Consolidations, or Acquisitions.
This chapter describes Notification and Consultation and describes
Foreign Mergers, Consolidations, or Acquisitions. Besides, this
chapter also explains report summary, language used, and working
hours of ICC.
CHAPTER IV Assessment of Mergers, Consolidations, or Acquisitions.
This chapter describes the assessment process and analysis
methods used by ICC as well as the procedures for the Assessment
of Notification and Consultation.
CHAPTER V Assessment Results of Mergers, Consolidations, or Acquisitions.
This chapter explains the assessment results and opinions of ICC in
respect of Notification and Consultation of Mergers, Consolidations,
or Acquisitions.
CHAPTER VI Conditional Approval
This chapter describes the form and application for Conditional
Approval, responses to Conditional Approval, and the results of the
supervision of the implementation of Conditional Approval.
4
5
CHAPTER VII Notification with Simple Assessment

This chapter explains the criteria for a Merger, Consolidation, or
Acquisition that may be conducted by way of a Notification with Simple
Assessment, Supporting Documents, the period, the phases, and the
format for the stipulation of the Notification with a Simple Assessment.
CHAPTER VIII Supervision of Mergers, Consolidations, or Acquisitions
This chapter describes the supervisory mechanism conducted by ICC
for Mergers, Consolidations, or Acquisitions, Initiative Study process,
general provisions related to Pre-investigation, Case Handling and
sanctions as well as authorities of ICC based on Law Number 5 Year
1999.
CHAPTER IX Closing
CHAPTER II
FORMS OF MERGER, CONSOLIDATION, OR ACCQUISITION
2.1. General
Mergers, Consolidations, or Acquisitions take place when 2 (two) Business
Entities or more, each of which is independent, then merge to become one
Business Entity, either because 1 (one) Business Entity joins another Business
Entity, or several Business Entities merge into 1 (one) Business Entity
constituting a new entity, or change in control over 1 (one) Business Entity to
other Business Entities/Business Actors.
2.2. Types of Transaction
Merger, Consolidation, or Acquisition Transactions may take the form of:
1. Horizontal Merger, Consolidation, or Acquistion, namely transactions that
engage Business Entities being in one market;
2. Vertical Merger, Consolidation, or Acquisition, namely transactions
engaging Business Entities being in one supply chain;
3. Conglomerate Merger, Consolidation, or Acquisition, namely transactions
not including horizontal or vertical category.
2.3. Forms of Merger, Consolidation, or Acquisition that are Subject to
Mandatory Notification
The forms of Merger, Consolidation, or Acquisition that are subject to
Mandatory Notification to ICC are as follows:
1. Mergers;
2. Consolidations; and
3. Acquisitions.
The forms of Acquisition are divided into Share Acquisition and Acquistion
of Share Equivalents, each of which may be conducted through various
transactions, inter alia:
5
6
a. Share Acquisition, divided into:

1) Direct Share Acquisition from Shareholders;
2) Share Acquisitions through Capital Markets; or
3) Share Acquisitions through Capital Increase.
b. Acquisitions of Share Equivalents, among other things:
1) Transfer of Assets; and
2) Acquisition of Participating Interest.
2.3.1. Mergers
Article 1 sub-article 1 of Government Regulation No. 57/2010 defines
Merger as a legal action taken by 2 (two) Business Entities or more to merge that
causes the assets and liabilities of the merging Business Entity to be transferred
due to the law to the Business Entity receiving the Merger and subsequently the
status of the merging Business Entity ends because of the law.
The form of Merger is illustrated with an example as follows: Business Entity
X merges with Business Entity Y and based on such Merger, consequently:
1. Business Entity X ends due to the law;
2. all the assets and liabilities of Business Entity X are transferred to Business
Entity Y; and
3. all the shareholders of Business Entity X are transferred to become the
shareholders of Business Entity Y.
As for the illustration of Merger is shown in the figure below:
Business Business Business

Entity X Entity Y Entity Y
Before After
Figure 2.1.
Merger
2.3.2. Consolidations
Consolidation as a legal action conducted by 2 (two) Business Entities or more
to consolidate themselves by establishing 1 (one) new Business Entity which due
to the law obtains assets and liabilities from the consoldiating Business Entity
and the status of the Business Entity consolidating itself ends because of the
law.
6
7
The form of Consolidation is illustrated with an example as follows:

Business Entity X and Business Entity Y consolidate themselves to become
Business Entity Z and and based on such consolidation, consequently:
a. Business Entity X Business Entity Y end due to the law;
b. all the assets and liabilities of Business Entity X and Business Entity
Y are transferred to Business Entity Z; and
c. the shareholders of Business Entity X and Business Entity Y are
transferred to become the shareholders of Business Entity Z.
As for the illustration of Consolidation is shown in the figure below:\
Business
+ Business Business
Entity X Entity Y Entity Z
Before After
Figure 2.2.
Consolidation
2.3.3. Acquisitions
Acquisition in its practices is not limited to just a legal action to acquire
Shares, but it can also be conducted to other instruments that have the same
characteristics as Shares. The same characteristic as shares are those that have
the same value for their owners for controling and benefiting from such
ownership, thus, if an acquisition is conducted, it may bring about a change in
the control of the Business Entity acquired so as to affect competition.
Therefore, an Acquisition transaction of an instrument of ownership that
results in a change in the control over a Business Entity or business activity can
be treated as equal to a Share Acquisition.
2.3.4. Share Acquisition
Acquisition as a legal action conducted by a Business Actor to acquire the shares
of a Business Entity that results in the transfer of control over such business
entity.
The characteristics of shares that are observed in a Notification process are
shares classified as voting shares or non-voting shares, and privileged shares to
nominate members of the Board of Directors and/or members of the Board of
Commissioners. This needs to be taken into account because it may bring about
a change in the control of business entities. The classification of non-voting
shares or preferred stocks does not cause a change in the control, consequently,
it does not meet the mandatory Notification criteria.
7
8
In its practices, a share acquisition may take place by way of the following:
2.3.4.1. Direct Share Acquisition from Shareholders
A Direct Share Acquisition from Shareholders may be illustrated as follows:
Business Entity X acquires the shares of Business Entity B from Business
Entity Y and based on such Share Acquisition, consequently based on the law:
1. Business Entity X becomes the controlling party of Business Entity B; and
2. there is no transfer of assets and liabilities be it from Business Entity X to
Business Entity B or vice versa.
As for the illustration of Direct Share Acquisition is shown in the figure
below:
Business Entity X Business Entity Y Business Entity X Business Entity Y
Business Entity A Business Entity B Business Entity A Business Entity B
Before After
Figure 2.3.
Direct Share Acquisition from Shareholders
2.3.4.2. Share Acquisition through Capital Markets

A Share Acquisition through Capital Markets may be illustrated as follows:
Business Entity X buys most of the shares of Business Entity Y from their
shareholders through the capital market and based on such acquisition of shares
through the capital market, consequently, based on the law:
1. Business Entity Y becomes the subsidiary of Business Entity X;
2. there has been a change in the control from the shareholders of Business
Entity Y to Business Entity X;
3. the legal entity of Business Entity X and Business Entity Y remains existent;
and
4. there has been no transfer of assets and liabilities from Business Entity X
to Business Entity Y and vice versa.
As for the illustration of Share Acquisition through Capital Markets is shown
in the figure below:
8
9
Business Entity X Business Entity Y Business Entity X

in the Capital Market in the Capital Market in the Capital Market
Capital Market
Business Entity A Business Entity A
Before Business Entity Y
After
Figure 2.4.
Share Acquisition through Capital Markets
2.3.4.3. Share Acquisition through Capital Increase
Share Acquisition through Capital Increase mechanism takes place when
a Business Actor adds a certain amount of capital to another Business Entity so
as to bring about a change in the control of the Business Entity receiving the
capital to the Business Actor increasing the capital. Furthermore, the Business
Entity receiving the capital becomes the subsidiary of the Business Entity
increasing the capital or in other words, the Business Entity increasing the capital
becomes the owner of the Business Entity receiving the capital increase.
The form of Share Acquisition through Capital Increase is illustrated
through an example as follows: Business Entity X adds capital to Business Entity
Y and with such capital increase, consequently, based on the law:
1. there has been a change in the control of Business Entity Y, that is,
Business Entity X is control of Business Entity;
2. Business Entity Y becomes the subsidiary of Business Entity X; and
3. there has been no transfer of assets and liabilities from Business Entity X
to Business Entity Y and vice versa.
Business Entity X
Business Business
Entity X Entity Y
R= 60%
X= 40%
X= 70%
Business R= 30%
Entity A Business Entity Y
Business Business
Entity A Entity B
Business Entity B
Before After
As for the illustration of Capital Increase is shown in the figure below:
Figure 2.5.
Share Acquisition through Capital Increase
9
10
2.3.5. Acquisition of Share Equivalents

ICC conducts an analysis related to acquisition of share equivalents with
due observance of their characteristics related to thier impacts on business
competition. Acquisition of share equivalents, including but not limited to, the
transfer of assets and participating interest.
2.3.5.1. Transfer of Assets
Transfer of Assets takes place when a Business Entity take the assets of
another Business Actor over so as to result in a change in the control or
ownership of such assets. Transfer of Assets does not make the Business Actor
whose assets are taken over become a subsidiary of the taking over Business
Entity.
Article 5 of Regulation of ICC No. 3/2019 determines that the Transfer of
Assets is treated as the same as Share Acquisition, in the event that such
Transfer of Assets:
1. results in the transfer of control and/or domination of Assets; and/or
2. increases the capability of the acquiring Business Entity of controlling a
certain market.
The shape of Assets taken over may take the form of:
1. Tangible assets
Tangible assets include all touchable and quantifiable assets, both movable
and immovable. The examples of movable objects are heavy equipment or
vehicles, meanwhile the examples of immovable objects are buildings,
factories, land, and plantations.
2. Intangible assets
Intangible assets assets refer to assets of Business Actors that do not have
a physical form, for example, trademarks, copyrights, patents, licenses,
sales data, consumer data, digital data, and big data.
The form of Transfer of Assets is illustrated with an example as follows:
Business Entity X buys the assets of Business Entity Y and with the purchase of
assets, consequently, there has been a Transfer of Assets so as to bring about
a change in the control of the assets of Business Entity Y purchased, but such
purchase of assets does not make Business Entity Y become a subsidiary of
Business Entity X.
As for the illustration of Transfer of Assets is shown in the figure below:
Business Entity X Business Entity Y Business Entity X Business Entity Y
Assets
Assets
Before After
Figure 2.6.
Transfer of Assets
10
11
2.3.5.2. Acquisition of Participating Interest

Participating Interest constitutes a term commonly known in oil and natural
gas exploration and production business activities. Participating Interest may be
defined as the proportion of exploration and production costs that will be borne
and the proportion of products that will be received by each party as set forth in
the cooperation contract.
We know that there is always a contractor acting as one of the parties to oil
and natural gas exploration and production business activities. Contractor is a
business entity or a permanent establishment stipulated to conduct exploration
and exploitation in a work area under a cooperation contract. Therefore,
Participating Interest may also be understood as the rights and obligations as
both direct and indirect contractor of cooperation contract in a work area.
Just like shares, Participating Interest may be transferred either entirely or
partly. Transfer of Participating Interest means transferring the rights and
obligations inherent in the said Participating Interest based on a cooperation
contract that has economic value.
The form of Acquisition of Participating Interest is illustrated with an
example as follows: Business Entity X and Business Entity Y have 50% (fifty
percent) of Participating Interest in an oil and natural gas block, respectively.
Business Entity Y relinquishes 25% (twenty-five percent) of the ownership of
Participating Interest to Business Entity Z. Following the transfer of the ownership
of Participating Interest, Business Entity X owns 50% (fifty percent), Business
Entity Y owns 25% (twenty-five percent), and Business Entity Z owns 25%
(twenty-five percent) of the Participating Interest in the oil and natural gas block.
As for the illustration of Participating Interest is shown in the figure below:
25%
Business Business Business Business Business Business

Entity X Entity Y Entity Z Entity X Entity Y Entity Z
25%
50% 50% 50% 25%
Oil and Natural Gas Block Oil and Natural Gas Block
Before After
Figure 2.7.
Acquisition of Participating Interest
11
12
CHAPTER III
PROCEDURES FOR NOTIFICATION AND CONSULTATION OF MERGERS,
CONSOLIDATIONS, OR ACQUISITIONS
3.1. General
Article 29 of Law No. 5/1999 and Article 5 of Government Regulation No.
57/2010 determines that Notification of Mergers, Consolidations, or Acquisitions
to ICC must be made by no later than 30 (thirty) business days from the date of
the Mergers, Consolidations, or Acquisitions to Legally Come into Effect.
Furthermore, before making the notification, Article 10 Government Regulation
No. 57/2010 determines that Business Actors may conduct oral or written
consultations with ICC. Such consultations are voluntary in nature. Therefore,
ICC supervises Mergers, Consolidations or Acquisitions through 2 (two) forms,
namely Notification and Consultation.
3.2. Notifications
Supervision of Mergers, Consolidations, or Acquisitions is conducted on the
basis of post Notification method. The definition of post-Notification method is
that following the conduct of a Merger, Consolidation, or Acquisition,
consequently, the Business Entity resulting from such Merger or Consolidation,
and/or the Acquiring Business Actor is obligated to give Notification to ICC.
3.2.1. Notification Requirements
Mergers, Consolidations, or Acquisitions resulting in the exceeding of
certain amount of the value of assets and/or that of the sales must a written
notification by filling out a form as intended in the Attachment to Regulation of
ICC No. 3/2019. As for the criteria of mandatory notification are as follows:
3.2.1.1. Thresholds
1. The following thresholds of Merger, Consolidation, or Acquisition
transactions must be notified to ICC, in the event that:
a. the value of the assets of Business Entity resulting from the Merger,
Consolidation, or Acquisition exceeds IDR2,500,000,000,000.00 (two
trillion five hundred billion rupiah);
b. the value of the sales of the Business Entity resulting from the Merger,
Consolidation, or Acquisition exceeds IDR5,000,000,000,000.00 (five
trillion rupiah);
c. the value of the assets of the Business Entity resulting from the
Merger, Consolidation, or Acquisition all the Business Actors of which
are engaged in the field of banking, exceeds
IDR20,000,000,000,000.00 (twenty trillion rupiah); or
d. the value of the assets of the Business Entity resulting from the
Merger, Consolidation, or Acquisition one of the parties of which is
engaged in the field of banking and the other parties are not engaged
in the field of banking, exceeds IDR2,500,000,000,000.00 (two trillion
five hundred billion rupiah).
12
13
2. A Business Entity that has had the value of assets and/or that of the sales
exceeding the Threshold as contained in point 1 above following the
occurrence of the Merger, Consolidation, or Acquisition process, is
obligated to notify ICC.
3. In the event that the value of assets and/or that of the sales resulting from
a Merger, Consolidation, or Acquisition does not exceed the Threshold that
must be notified, the Business Entity is not obligated to notify ICC.
4. A Business Entity that is not subject to Mandatory Notification for the value
of the assets and/or that of the sales resulting from a Merger, Consolidation,
or Acquisition does not exceed the Threshold, does not mean that it is
exempted from Article 28 of Law No. 5/1999.
3.2.1.2. Calculations of Assets Value and Sales Value
A. Calculations of Assets Value
1. The value of joint assets resulting from a Merger, Consolidation, or
Acquisition is the total assets value calculated on the basis of the addition
of the audited last year assets value of the respective parties conducting
the Merger, Consolidation, or Acquisition, plus the assets value of all the
Business Entities directly or indirectly are in control of or are controlled by
the Business Entity conducting the Merger, Consolidation or Acquisition.
2. Assets value does not merely include the assets value of the Business
Entities conducting the Merger, Consolidation, or Acquisition, but also the
assets value of the Business Entities directly or indirectly related to the
Business Entities concerned, namely the parent Business Entity up to the
Ultimate Parent (Business) Entity (BUIT) and the subsidiaries and up to the
lowest-tier subsidiary. BUIT is the highest controlling party of a group of
Business Entities and no other Business Entity independently may control
the BUIT.
3. The assets value calculated is the assets value as contained in the
consolidated financial statement of the BUIT.
4. In the event that there is no consolidated financial statement of the BUIT,
then the assets value calculated is the assets value of the BUIT plus the
assets value of all subsidiaries. The assets value of subsidiaries is part of
the assets value of the parent compan.
5. The calculations of joint assets can be illustrated with this example:
Business Entity X which constitutes a part of a business group of Business
Entity Y as its BUIT. Business Entity X conducts a Share Acquisition
transaction against Business Entity A. Business Entity A has a subsidiary
named Business Entity B. Therefore, the calculations of joint assets are as
follows:
a. the assets value recorded in the consolidated financial statement of
Business Entity Y including the assets value of all the subsidiaries of
Business Entity Y; and
b. the assets value of Business Entity A plus the assets value of
13
14
Business Entity B.
In the event that the value of joint assets has met the Threshold, then the
transaction is subject to mandatory Notification.
As for the illustration of the Calculation of Assets Value is shown in
the figure below:
Figure 2.8.
Calculations of Assets Value
6. Procedure for calculating the value of assets in an Assets Transfer
transaction takes the following matters into account:
a. The value of the transferred assets is the value of the assets in the
last financial statement or the value calculated during the sale and
purchase process or other legal event that brings about such Transfer
of Assets. The value calculated is the largest value.
b. Other than horizontal acquisition of assets, there is also vertical
acquisition. Vertical acquisition of assets vertical is an Assets
Acquisition that is part of the supply chain of the Acquiring Party, both
in terms of the upstream side and that of the downstream side.
Examples of the upstream side are businesses related to
manufacturing, production of raw materials, or production of capital
goods. Meanwhile, examples of the downstream side are businesses
related to distribution, retailers, or after sales services.
c. Calculation of assets in terms of Transfer of Assets, the Calculation of
the Value of Assets is the value of assets of the Acquiring Business
Entity and the value of the acquired assets plus the value of assets of
all Business Entities directly or indirectly in control of or controlled by
the Assets Acquiring Business Entity. This may be illustrated with an
example as follows: Business Entity X purchases assets owned by
Business Entity Y. The value of the assets in the financial statement
of Business Entity Y is recorded in the amount of
14
15
IDR2,000,000,000.00 (two billion rupiah), but the value of the assets

sales is IDR3,000,000,000.00 (three billion rupiah) in the transaction
document. Therefore, the value of joint assets is the value of assets
in the consolidated financial statement of the BUIT of Business Entity
X plus the largest value, namely the value of the assets purchase
transaction of IDR3,000,000,000.00 (three billion rupiah).
d. In the event that an Assets Transfer transaction is conducted by an
individual Business Actor, then the calculation of the value of the
individual assets is conducted on the basis of tax report.
e. In the event of Transaction of Transfer of Assets deriving from auction
proceeds, the calculation of the Threshold is conducted on the basis
of the value of the assets of the Assets Aquirong Business Entity plus
the value of the assets of all Business Entities directly or indirectly in
control of or controlled by the Assest Acquiring Business Entity and
the value of the assets acquired.
f. In the event that one of the parties conducting a Merger,
Consolidation, or Acquisition has a disparity of 30% (thirty percent) or
more of the last year's Assets value of the previous year's Assets
value, then the value of Assets is calculated on the basis of the
average value of the Assets for the last 3 (three) years.
g. The disparity as intended in point f above is when the value of last
year's Assets is lower than the previous year.
h. In the event that the condition as intended in point f above is less than
3 (three) years, then what is calculated is the average value of the
assets of the last year and the previous year.
B. Calculations of Sales Value
1. The value of joint sales deriving from a Merger, Consolidation, or
Acquisition is the total sales value calculated on the basis of the addition of
the audited last year's sales value of each party conducting the Merger,
Consolidation or Acquisition, plus the sales value of all Business Entities
directly or indirectly in control of or controlled by a Business Entity
conducting such Merger, Consolidation, or Acquisition.
2. The sales value does not merely include the sales value of the Business
Actor conducting a Merger, Consolidation or Acquisition, but also the sales
value of the Business Entity directly or indirectly related to the company
concerned, namely the parent company up to the BUIT and the subsidiaries
up to at the lowest-tier subsidiaries. The sales value calculated is the sales
value contained in the consolidated financial statement of BUIT.
3. In the event that there is no consolidated financial statement of BUIT, then
the sales value caculated is the sales value of BUIT plus the sales value of
all the subsidiaries. The sales value of subsidiaries constitutes part of the
sales value of the parent company.
4. The sales value calculated is the value of domestic sales in Indonesia
15
16
obtained from the sales of goods and/or services, both those domestically
produced and those imported.
5. The value of domestic sales in Indonesia excludes the sales of goods
and/or services sent abroad (exports).
6. The calculation of value of joint sales may be illustrated with an example as
follows: Business Entity X constituting part of a business group with
Business Entity Y as the BUIT and Business Entity X conducts a share
acquisition transaction of Business Entity A. Business Entity A has a
subsidiary named Business Entity B. Therefore, the calculation of value of
joint sales is:
a. the sales value recorded in the consolidated financial statement of
Business Entity Y which includes the sales value of all the subsidiaries
of Business Entity Y; and
b. the sales value of Business Entity A plus the sales value of Business
Entity B.
If the value of joint sales has met the Threshold, then a Notification must
be made with regard to such transaction.
As for the illustration of the Calculation of Sales Value is shown in the
figure below:
Figure 2.9.
Calculations of Sales Value
7. In an Assets Transfer transaction, the calculation of the sales value is

calculated on the basis of the addition of the audited last year sales value
of the Assets Acquiring Business Entity plus the sales value of all Business
Entities directly or indirectly in control of or controlled by the Assets
Acquiring Business Entity.
8. In the event that one of the parties conducting a Merger, Consolidation, or
16
17
Acquisition has a disparity of 30% (thirty percent) or more between the last
year Sales value and the Sales value of the previous year, then the Sales
value is calculated on the basis of the average Sales value for 3 the last
(three) years.
9. The disparity as intended in point 8 above is when the last year Sales value
of is lower than that of the previous year.
10. In the event the condition as intended in point 8 is less than 3 (three) years,
then what is calculated is the average sales value of the last year and that
of the previous year.
3.2.1.3. Affiliated Companies
1. Merger, Consolidation, or Acquisition among affiliated Business Entities is
not subject to make a Mandatory Notification to ICC. Based on the Single
Economic Entity Doctrine, affiliated Business Entities will act as 1 (one)
economic entity due to the existence of the same parties in control of the
affiliated Business Entities.
2. Referred to as affiliated relationship is a control relationship taking place as
a result of shareholding of more than 50% (fifty percent), or less than 50%
(fifty percent) but may influence and/or determine Business Entity
management policies, and/or affect and determine the management of the
Business Entity.
3. Elucidation of Article 7 of Government Regulation No. 57/2010 defines
"affiliated" as follows:
a. an intercompany relationship, either directly or indirectly, controlling
or controlled by the company;
b. a relationship between 2 (two) companies that are controlled, either
directly or indirectly, by the same party; or
c. a relationship between a company and the major shareholders.
4. “The same party” and “major shareholder” are Business Entities that have
shareholding in several Business Entities that are controlled either directly
or indirectly. "Major shareholder" is the controlling business entity.
5. Placement of board of directors and/or commissioners or employees of a
Business Entity that becomes part of a Merger, Consolidation, or Acquisition
transaction process does not constitute an affiliated relationship. This is
regulated in Article 6 paragraph (4) of Regulation of ICC No. 3/2019.
6. Affiliated companies may be illustrated with the following examples:
a. Business Entity X is a BUIT of 2 (two) Business Entities, namely
Business Entity A and Business Entity Y. Business Entity Y owns a
subsidiary, namely Business Entity B;
b. Business Entity A acquires Business Entity B so as to bring about a
change of control, namely Business Entity A becomes the controlling
party of Business Entity B and Business Entity B becomes a
subsidiary of Business Entity A. There is no transfer of assets and
17
18
liabilities either from Business Entity A to Business Entity B, or vice

versa;
c. Such acquisition includes affiliated transactions since Business Entity
A and Business Entity B are controlled by Business Entity X. Based
on the Single Economic Entity Doctrine, Business Entity A, Business
Entity B, and Business Entity X are in the same 1 (one) economic
entity.
As for the illustration of affiliated Companies is shown in the figure below:
Figure 2.10.
Affiliated Companies
3.2.1.4. Change of Control

1. Elucidation of Article 5 paragraph (4) sub-paragraph b of Government
Regulation No. 57/2010 states that referred to as control is:
a. shareholding or control of votes of more than 50% (fifty percent) in a
Business Entity; or
b. shareholding or control of votes of less than or equal to 50% (fifty
percent) but may influence and determine the management policy of
Business Entity and/or affect and determine the management of
Business Entity.
2. Such provisions indicate that a control is not limited to the size of
shareholding, but also the ability of a Business Actor to influence and
determine the policy of Business Entity regardless of the number of shares
it owns. Control may be seen with due observance of the rights inherent in
the shares owned.
3. Change of Control may be illustrated with the following examples:
a. Business Entity X has subsidiaries, namely Business Entity A and
Business Entity B.
b. Business Entity X owns 99% of shares of Business Entity B. Business
Entity X is the controlling party of Business Entity B.
18
19
c. Business Entity Y acquires 51% of shares of Business Entity B from

Business Entity X.
d. The shareholding of Business Entity X of Business Entity B becomes
48% after a transaction.
e. After a transaction, control of Business Entity B transfers from
Business Entity X to Business Entity Y.
As for the illustration of Change of Control is shown in the figure below:
Figure 2.11
Change of Control
3.2.1.5. Joint Venture (JV)

The establishment of a JV not through a Merger, Consolidation, or
Acquisition process is not subject to mandatory Notification to ICC. When a JV
has been established and it thereafter conducts a Merger, Consolidation, or
Acquisition, then it is subject to mandatory Notification to ICC. In the event that
a Merger, Consolidation, or Acquisition is conducted by a JV, then the identity of
the BUIT of the JV is the JV itself, so the calculation of assets value and sales
value is based on the financial statement of the relevant JV.
The calculation of assets value and/or sales value in a transaction engaging
a JV may be illustrated with the following examples:
1. Business Actor X is a JV owned by Business Entity A and Business Entity
B, each in the amount of 50% (fifty percent).
2. Business Entity A is not part of (independent) business group. Meanwhile,
Business Entity B is part of a business group with Business Entity C as the
BUIT;
3. Business Actor X (JV) acquires the shares of Business Entity V which has
a subsidiary named Business Entity W;
4. The calculation of assets value and/or sales value is the combination of the
assets value and/or sales value of Business Actor X (JV) plus the assets
value and/or sales value of Business Entity V plus the assets value and/or
sales value of Business Entity W.
As for the illustration of Share Acquisition by Business Actor X (JV) is shown
in the figure below:
Initial scheme before transaction:
19
20
Figure 2.12.
Illustration of Acquisition by a JV
During the Notification, consequently the calculation of the threshold of the

assets and sales is:
Figure 2.12. (continued)

Illustration of Acquisition by a JV
3.2.1.6. Stipulation of Not Mandatory Notification

1. Stipulation of Not Mandatory Notification is a written opinion of ICC on a
Merger, Consolidation, or Acquisition as stipulated in a Commission
Meeting and contains a conclusion of the absence of obligation for
Notification.
20
21
2. Business Actor is not obligated to give a Notification in the event of the

following:
a. not meeting the Threshold;
b. constituting a transaction among affiliated companies;
c. Change of Control does not take place;
d. the establishment of JV not through a Merger, Consolidations, or
Acquisition process;
e. an exempted transfer of assets; or
f. implementing laws and regulations.
3. ICC issues a Stipulation of Not Mandatory Notification in clarification and
study processes conducted within a maximum period of 60 (sixty) days as
from the notification registration date.
4. The format of the Stipulation of Not Mandatory Notification is described
further in the attachment hereto.
3.2.1.7. Transfer of Assets
1. Transfer of Assets that is subject to Mandatory Notification
Transfer of Assets that is subject to Mandatory Notification is a Transfer of
Assets which results in the transfer of control and/or domination of Assets and/or
an increase in control capacity over a certain market by the acquirinh Business
Entity.
Transfer of assets may be conducted horizontally or vertically. Horizontal
Transfer of Assets is the Transfer of Assets from the Acquiring competitor which
may result in the increase of market share of the Acquiring party. Vertical
Transfer of Assets is the Transfer of Assets which is part of the supply chain of
the acquiring party, both from the upstream side, for example, businesses related
to manufacturing, production of raw materials and production of capital goods,
and from the downstream side, for example, businesses related to distribution,
retailers, and after sales service. Vertical Transfer of Assets has the potential to
increase vertical barriers.
2. Transfer of Assets Not Subject to Mandatory Notification
Transfers of Assets not subject to make a mandatory Notification to ICC are
those meeting the following criteria:
a. the value of Assets Transfer transaction for non-banking Business
Actors is less than IDR250,000,000,000.00 (two hundred and fifty
billion rupiah);
b. the value of Assets Transfer transaction for banking Business Actors
is less than IDR2,500,000,000,000.00 (two trillion five hundred billion
rupiah;
c. Transfer of assets earned is in the context of ordinary course of
transaction. Transaction will depend on the business profile of the
Acquiring party and the purpose of the Assets Acquisition. The
21
22
ordinary courses of transaction as intended above are:

1) Transfer of Assets in the form of finished goods of a Business
Actor to other Business Actors to be resold to consumers by a
Business Actor engaged in the field of retail.
Transfer of Asset in the form of a finished goods is illustrated
with an example as follows: The purchase of consumer goods
by a retail Business Actor to be resold to consumers.
2) Transfer of assets allotted as inventory that will be immediately
used for a maximum period of 3 (three) months in the production
process;
The calculation of Assets Transfer alloted as inventory is
illustrated with an example as follows: Business Entity X is
engaged in the field of manufacturing of medical devices.
Business Entity X purchases raw materials and basic
components from various producers or distributors to produce
medical devices every month;
e. Transfer of Assets specificically for property industry that meets one
of the following criteria:
1) Assets in the form of a building alloted by the buyers as their
office;
2) Assets alloted as social facilities and/or public facilities.
f. Transfer of Assets not linked to the business activities of the Acquiring
Business Actor.
The calculation of Assets Transfer not linked to the activities of the
Acquiring Business Actor is illustrated with an example as follows: a
company purchasing land for its corporate social responsibility
activities, non-profit activities, or implementing laws and regulations.
3. Increased Market Control as a result of Transfer of Assets
ICC will assess an increase in market control capacity in Assets Transfer
transactions with due observance of the characteristics of an industry related to
such Assets Transfer. In conducting the assessment, ICC takes several things
into account, among other things:
a. control as a result of Assets Transfer is based on an increase in sales
control and market share;
b. domination of market share based on increased industrial concentration
that may be calculated by using the HHI or CRn method;
c. the use of industrial concentration as an indication of an alleged increase
in market power remains relevant when there is a Transfer of Assets related
to production or marketing; and
22
23
d. test of another economic impact, if following an Assets Transfer, there is an

increase in industry concentration or a significant increase in market share
control.
3.2.2. Notification Period
Business Actors are obligated to make a Notification by no later than 30
(thirty) business days as from the Merger, Consolidation, or Acquisition legally
comes into effect.
3.2.3. Legally Effective Date
1. Date of Legally Coming into Effect may be differentiated as follows:
a. the date of approval by the Minister in the legal field of law for the
amendment to the articles of association in the event of a Merger;
b. the date of legalization by the Minister in the field of law on the articles
of incorporation of a company in the event of a Consolidation;
c. the date of receipt of notification by the Minister in the field of law on
the amendment to the articles of association in the event of an
Acquisition;
d. the date of the disclosure (openness) of information on the
implementation of the transaction submitted to the Financial Services
Authority or the last date of payment of shares and/or other equity
securities in the exercise of Rights Issue (“HMETD”), in a Merger,
Consolidation, or Acquisition conducted by a publicly listed company
to a publicly listed company or by a non-publicly listed company to a
publicly listed company;
e. the date of sale and purchase of assets which constitutes the date of
settlement of the Assets Transfer;
f. the date of settlement of the agreement of the parties or government
approval/legalization outside the territory of the Republic of Indonesia
where the Merger, Consolidation, or Acquisition takes place.
2. In the event that a transaction has more than 1 (one) legally effective date
as intended above, then the calculation of such 30 (thirty) business days
uses the most recent Legally Effective date.
3.2.4. Notification Procedures
1. Business Actors who are obligated to make Notification are:
a. Surviving Business Entity;
b. Successor Business Entity; or
c. Acquiring Business Actor;
2. Business Actors download the form through link http://kppu.go.id/wp-
content/uploads/2020/04/Perkom_3_Tahun_2019_Lampiran.pdf and fill
out such form as intended in attachment to Regulation of ICC No. 3/2019;
3. Business Actors submit the form and supporting docucments to ICC;
23
24
4. The form and supporting documents may be submitted physically to the

Head Office of ICC during the Working Hours or through electronic media;
5. Forms and supporting documents submitted through electronic media may
use an electronic signature facility in accordance with laws and regulations;
6. ICC checks out the completeness of the content of the forms and supporting
documents;
7. In the event that the forms and supporting documents submitted are
complete already, ICC will issue a receipt containing the Notification
Register Number;
incomplete and/or do not meet the requirements, ICC will return the forms
and supporting documents to be completed and/or rectified. At this stage,
ICC has yet to issue a receipt containing the Notification Register Number;
9. ICC has the authority to request additional documents from Business
Actors if deemed necessary for conducting an Assessment.
10. Prosedur Penilaian Notifikasi dapat terlihat dalam bagan sebagaimana
pada lampiran Pedoman ini 10. The Notification Assessment Procedures
may be seen in the chart as intended in the attachment hereto.
3.2.4.1. Notification Form
A. Merger Form
1. Notification is made in writing by filling out the form as in intended in the
Attachment to Regulation of ICC No. 3/2019.
2. The form is filled out in a good and clear Indonesian language.
3. ICC checks out the completeness and clarity of the content of the form.
4. Information that must be conveyed in a form will at least contain the
following:
a. the identity of the person authorized to act for and on behalf of the
Business Entity or the attorney representing the Surviving Business
Entity;
b. the identity of the Surviving Business Entity;
c. the identity of BUIT of the Surviving Business Entity;
d. the value of joint assets and the value of joint sales of the Business
Actor conducting Merger in accordance with the Calculation of Assets
Value and that of the Sales Value herein;
e. the consolidated financial statement of BUIT of the Surviving Business
Entity and the Business Entity conducting Merger;
f. the list of Business Entities in 1 (one) relevant market in a horizontal
Merger;
g. the list of Business Entities in 1 (one) supply chain in a vertical Merger;
24
25
h. the list of Business Entities that have the potential to commit tying
and/or bundling practices in a conglomerate Merger.
i. the list of goods and/services as well as the market share of each of
the goods and/or services in Indonesia that are in the same relevant
market or are in one supply chain;
j. the profile of the Business Entity conducting the merger;
k. the information on Transactions and Notification Requirements in the
Merger:
1) types of share;
2) shareholders prior to transaction;
3) the number of shares and the percentage of shares combined in
the transaction;
4) the value of transactions in Rupiah currency;
5. In order to better understand the relationship between BUIT and its
subsidiaries, the Business Entity makes a business group chart as
illustrated in the attachment hereto.
6. ICC may return the form if not filled out completely and clearly in
accordance with the provisions and/or is not equipped with supporting
documents, consequently, a Notification Register Number may not be
granted yet.
B. Consolidation Form
1. Notification is made in writing by filling out the form as intended in the
Attachment to Regulation of ICC No. 3/2019.
2. The form is filled out in a good and clear Indonesian language.
3. ICC checks out the completeness and clarity of the content of the form.
4. Information that must be conveyed in a form must at least contain the
following:
a. the identity of the person authorized to act for and on behalf of the
Business Entity or the attorney representing the consolidating
Business Entity or the Successor Business Entity;
b. the identity of the Business Entity conducting the consolidation and
the Successor Business Entity;
c. the identity of BUIT of the Successor Business Entity;
d. the value of joint assets and the value of combined sales in Indonesia
of the Successor Business Actor in accordance with the Calculation
of Assets Value and that of the Sales Value herein;
e. the consolidated financial statement of BUIT of the Successor
Business Entity;
f. the list of Business Entities that are in 1 (one) relevant market in a
25
26
horizontal consolidation;
g. the list of Business Entities that are in 1 (one) supply chain in a vertical
consolidation;
h. the list of Business Entities that have the potential to commit tying
and/or bundling practices in a conglomerate Consolidation.
i. the list of goods and/or services as well as the market share of each
of these goods and/or services in Indonesia that are in the same
relevant market or are in one supply chain;
j. the profile of Business Entity conducting consolidation and Successor
Business Entity;
k. the information on Transactions and Notification Requirements in a
Consolidation:
1) types of share;
2) shareholders prior to transaction;
3) number of shares and percentage of shares consolidated in the
transaction;
4) the value of transaction in Rupiah currency.
5. In order to better understand the relationship between BUIT and its
illustrated in the attachment to these Guidelines;
6. ICC returns the form if not filled out completely and clearly in accordance
with the provisions and/or is not equipped with supporting documents,
consequently, a Notification Register Number may not be granted yet.
C. Acquisition Form
1. Share Acquisition Form
a. Notification is made in writing by filling out the form as intended in
Attachment to Regulation of ICC No. 3/2019;
b. the form is filled out in a good and clear Indonesian language;
c. ICC checks out the completeness and clarity of the content of the form;
d. the information that must be conveyed in the form must at least contain
the following:
1) the identity of the person authorized to act for and on behalf of
the Business Actor or the attornet representing the Share
Acquiring Business Actor;
2) the identity of the Share Acquiring Business Actor and Business
Actor whose shares are acquired;
3) the value of joint assets and the value of combined sales of the
Share Acquiring Business Actor and the Business Actor whose
shares are acquired in accordance with the Calculation of Assets
26
27
Value and Calculation of Sales Value herein;

4) the consolidated financial statement of BUIT of the share
acquiring business actor and financial statements of business
actors whose shares are acquired, including their subsidiaries;
5) the list of Business Actors who are in 1 (one) relevant market in
a horizontal Acquisition;
6) the list of Business Actors that are in 1 (one) supply chain in a
vertical Acquisition;
7) the list of Business Entities that have the potential to commit
tying and/or bundling practices in a conglomerate Acquisition.
8) the list of goods and/or services as well as the market share of
each of these goods and/or services in Indonesia which are in
the same relevant market or are in one supply chain;
9) the profile of the Share Acquiring Business Actor and of
Business Actor whose shares are acquired.
10) the information on the Transaction and Notification
Requirements in the Share Acquisition transaction:
a) types of share;
b) shareholders prior to transaction;
c) number of shares and percentage of shares acquired in
transaction;
d) value of transaction in Rupiah currency.
e. In order to better understand the relationship between BUIT and its
illustrated in the attachment to these Guidelines.
f. ICC returns the form if not filled out completely and clearly in
accordance with the provisions and/or not equipped with supporting
documents, consequently, a Notification Register Number may not be
granted yet.
2. Share Equivalent Acquisition Form
Share Equivalent Acquisition Form refers to the Share Acquisition Form in
these Guidelines, while the following provisions apply specifically to Assets
Transfer:
a. Notification is made in writing by filling out the form as intended in the
Attachment to Regulation of ICC No. 3/2019;
b. the form is filled out in a good and clear Indonesian language;
c. ICC checks out the completeness and clarity of the content of the form;
d. the information that must be conveyed in the form must at least contain the
following:
27
28
1) the identity of the person authorized to act for and on behalf of the
Business Actor or the attorney representing the Assets Acquiring
Business Actor;
2) the identity of the Assets Acquiring Business Actor;
3) the identity of BUIT of the Assets Acquiring Business Actor;
4) the value of joint assets and sales value of the Assets Acquiring
Business Actor in accordance with the Calculation of Assets Value
and that of Sales Value in these Guidelines;
5) the consolidated financial statement of BUIT of the Assets Acquiring
Business Actor;
6) the list of Business Actors who are in the 1 (one) relevant market in a
horizontal Transfer of Assets;
7) the list of Business Actors who are in 1 (one) supply chain in a vertical
Assets Transfer;
8) the list of Business Entities that have the potential to commit tying
and/or bundling practices in a conglomerate Transfer of Assets.
9) the list of goods and/or services as well as the market share of each
of these goods and/or services in Indonesia which are in the same
relevant market or are in one supply chain;
10) the Profile of Assets Acquiring Business Actor and the profile of
Assets Owning Business Actor.
11) the information on the Transaction and Notification Requirements in
the Assets Transfer transaction:
a) description of assets;
b) Assets owner;
c) Value of transaction (in Rupiah currency);
d) Business plan for Transfer of Assets.
e. ICC returns the form if not filled out completely and clearly in accordance
with the provisions and/or not equipped with supporting documents,
consequently, a Notification Register Number may not be granted yet.
3.2.4.2. Supporting Documents of Notification
Business Entities making Notification are obligated to submit Supporting
Documents as an attachment to the Notification Form submitted. Supporting
documents that must be attached to the Notification Form are as follows:
A. Supporting Documents as Attachment to Notification
1. Supporting Documents of Merger
a. a Power of Attorney must be attached in the event that the form is
signed by a proxy from the management or head of the Business
Entity;
28
29
b. audited financial statements for the last 3 (three) years of:

1) The Surviving Business up to BUIT and its subsidiaries that have
business activities or sales in Indonesia; and
2) The Business Entity conducting merger and its subsidiaries that
have business activities or sales in Indonesia.
In the event that the audited financial statements are not available, the
unaudited financial statements or statement letters signed by the
management or head of the Business Entity or the competent board
of directors or directors may be submitted;
c. the business group structure scheme before and after a Merger which
at least contains:
1) Surviving Business Entity;
2) BUIT along with its subsidiaries that have business activities that
have the potential to be linked to Merger; and
3) The Merged Business Entity and its subsidiaries that have
business activities that have the potential to be related to the
Merger.
d. the articles of association of the Surviving Business Entity, the
Business Entity conducting Merger, and the Business Entity resulting
from Merger;
e. the profile of:
1) the Surviving Business Entity;
2) The merged Business Entity containing at least the identity of
the Business Entity, including information on the structure of
shareholders, commissioners, board of directors, list and
description of products produced by the Business Entity, and
marketing coverage.
f. documents indicating that the Merger has legally come into effect;
g. the summary of the Merger which at least contains the Legally
Effective date, the value of the Merger, and the agreements related to
the Merger;
h. the business plan of the Surviving Business Entity up to 5 (five) years
after the Merger;
i. the Merger impact analysis which at least contains an estimate of the
market share of the parties, the affected market with regard to the
Merger, and the benefits of the Merger for the parties.
2. Supporting Documents of Consolidation
a. A Power of Attorney must be attached in the event that the form is
signed by the proxy of the management or the head of the Business
Entity;
29
30
b. the audited financial statements for the last 3 (three) years of the
merged Business Entities up to BUIT and its subsidiaries that have
business activities or sales in Indonesia.
In the event that the audited financial statements are not available, the
unaudited financial statements or statement letters signed by the
management or head of the Business Entity, the competent board of
directors or directors may be submitted;
c. the business group structure scheme before and after Consolidation
which at least contains:
1) the Business Entities that merge into each other; and
2) BUIT of the Business Entity that controls the Successor
Business Entity and its subsidiaries which have business
activities related to the Consolidation.
d. the articles of association of the Consolidating Business Entity and the
Successor Business Entity;
e. the profile of Business Entity conducting consolidation which at least
contains the identity of the Business Entity including information on
the structure of shareholders, commissioners, board of directors, list
and description of products produced by the Business Entity and
marketing coverage;
f. the documents indicating that Consolidation has legally come into
effect;
g. the Summary of Consolidation at least containing the Legally Effective
Date, Consolidation value, and agreements related to Consolidation;
h. the business plan of the Sucsessor Business Entity up to 5 (five) years
after Consolidation;
i. the Consolidation impact analysis which at least contains an estimate
of the market share of the parties, the affected market with regard to
Consolidation, the benefits of Consolidation for the parties, and the
limits of business activities agreed upon by the parent companies of
the consolidating Business Entities.
3. Supporting Documents of Share Acquisitions
a. Supporting Documents of Share Acquisition
1) A Power of Attorney must be attached in the event that the form
is signed by a proxy of the management or management of the
Business Entity;
2) the audited financial statements for the last 3 (three) years of:
a) Share Acquiring Business Actors up to BUIT and its
subsidiaries that have business activities or sales in
Indonesia; and
30
31
b) Business actors whose shares are acquired and their

subsidiaries that have business activities or sales in
Indonesia.
In the event that the audited financial statements are not
available, the unaudited financial statements or statement letters
signed by the management or head of the Business Entity or the
competent board of directors may be submitted;
3) the business group structure scheme before and after the Share
Acquisition which at least contains:
a) Share Acquiring Business Actors;
b) BUIT of the share acquiring business actors and the
subsidiaries that have business activities potentially related
to the Share Acquisition, and
c) The business actors whose shares are acquired and the
subsidiaries that have business activities potentially related
to the Share Acquisition.
4) the articles of association of the share acquiring business actor
and business actors whose shares are acquired;
5) the profile of:
a) the Acquiring Business Actor;
b) the Acquired Business Actor, which at least contains the
identity of the Business Entity including information on the
structure of Shareholders, commissioners, board of
directors, list and description of products produced by the
company, and marketing coverage.
6) documents indicating that the Share Acquisition has legally
come into effect;
7) the summary of the Share Acquisition that at least contains the
Legally Effective Date, the value of the Share Acquisition, and
other agreements related to the Share Acquisition;
8) business plan of the Share Acquiring Business Actor up to 5
(five) years after the Share Acquisition;
9) Share Acquisition impact analysis which at least contains an
estimate of the market share of the parties, the affected market
related to the Share Acquisition, and the benefits of the Share
b. Supporting Documents of Share Equivalent Acquisition
Supporting Documents of Share Equivalent Acquisition refer to
Supporting Documents of Share Acquisition in these Guidelines,
meanwhile the supporting documents that must be attached
specifically for transfer of assets are as follows:
31
32
1) A Power of Attorney must be attached in the event that the form

is signed by the proxy of the management or the head of the
Business Entity;
2) the audited financial statements for the last 3 (three) years of the
Assets Acquiring Business Actor up to BUIT and its subsidiaries
that have business activities or sales in Indonesia;
In the event that the audited financial statements are not
available, the unaudited financial statements or statement letters
signed by the management or head of the Business Entity, the
3) the business group structure scheme of the Assets Acquiring
party and the BUIT and its subsidiaries that have business
activities that are in the same relevant market or are in one
supply chain;
4) the articles of association of the Assets Acquiring Business
Actor;
5) The profile of Assets Acquiring Business Actor, which at least
contains the identity of the Business Entity including information
on the structure of the shareholders, commissioners, board of
directors, list and description of products produced by the
company, and marketing coverage;
6) the documents indicating that the Transfer of Assets has Legally
Come into Effect;
7) the summary of Transfer of Assets, which at least contains the
Legally Effective Date, type and description of the Assets, the
identity and business activities of the Assets owner, the value of
Transfer of Assets, and agreements related to the Assets
Transfer;
8) the business plan of the Assets Acquiring Business Actor
business up to 5 (five) years after the Assets Transfer;
9) the Assets Transfer impact analysis, which at least contains an
estimate of the market share of the parties, the market affected
by the Assets Transfer, and the benefits of Assets Transfer for
the Assets Acquiring Business Actor.
B. Further Information at the Request of ICC
1. The need for complete documents will be adjusted to the types of
transaction, variations in document ownership as possesed by the parties,
as well as the characteristics of the relevant industry.
2. ICC may ask for further information to complement the supporting
documents submitted in the Notification form, among other things:
a. further information on Merger transaction:
1) List of Competitors of the Surviving Business Entity;
32
33
2) List of Competitors of the Business Entity conducting Merger.

3) List of Consumers of the Surviving Business Entity;
4) List of Consumers of the Business Entity conducting Merger;
5) List of Suppliers of the Surviving Business Entity;
6) List of Suppliers of the Business Entity conducting Merger.
b. further information on Consolidation transaction:
1) List of Competitors of the Business Entity conducting
Consolidation;
2) List of Potential Competitors of the Successor Business Entity;
3) List of Consumers of the Business Entity conducting;
4) List of Potential Consumers of the Successor Business Entity;
5) List of Suppliers of the Business Entity conducting
Consolidation;
6) List of Potential Suppliers of the Successor Business Entity.
c. further information on Acquisition transaction:
1) List of Competitors of the Acquiring Business Actor;
2) List of Competitors of the Acquired Business Actor;
3) List of Consumers of the Acquiring Business Actor;
4) List of Consumers of the Acquired Business Actor;
5) List of Suppliers of the Acquiring Business Actor;
6) List of Suppliers of the Acquired Business Actor.
3. In order to complete further information as intended in point 2, ICC may ask
for documents owned by the parties, in the form of: survey result reports,
research reports, market analysis documents (market intelligence),
Business Entity financial documents, or other documents that clarify such
further information as contained in the form.
4. Based on the provisions of Article 11 paragraph (4) in conjunction with (jo)
paragraph (2) of Regulation of ICC No. 3/2019, Business Actors are
obligated to complete further information and documents required for
Clarification and Study within 60 (sixty) business days.
5. In the event that Business Actors have completed further information prior
to the end of the Clarification and Study period, ICC may immediately start
the Initial Assessment.
6. In the event that such further information as intended in point 2 is submitted
together with the Supporting Documents as required in the Notification
form, ICC may consider to make a Notification with Simple Assessment.
C. Data/Information for Comprehensive Assessment
The data/information required for a comprehensive assessment are, among
33
34
other things:
1. Monthly sales data for each geographic area based on analysis of the
relevant market for all products available in the market, namely the products
of the parties conducting transactions and all the products of their
competitors in the market;
2. Monthly selling price data for each geographic area based on the analysis
of the relevant market for all products available in the market, namely the
products of the parties conducting transactions and all the products of their
competitors in the market;
3. The distribution scheme of the parties with regard to the products that result
in an overlap of the related parties;
4. Sales Cost Price data for each month of the parties conducting transaction;
5. Formation cost data for Sales Cost Price; and/or
6. Other documents that are relevant to the Comprehensive Assessment
process.
3.3. Consultation
3.3.1. General Provisions
ICC recommends that Business Actors Consult ICC before conducting a
Merger, Consolidation, or Acquisition. Such consultation is voluntary in nature
and aims to minimize the risks that may be undergone by Business Actors in
conducting such Merger, Consolidation, or Acquisition.
Consultation may be conducted by Business Actors in order to understand
if such Merger, Consolidation, or Acquisition conducted has the potential to result
in the occurrence of monopolistic practices and/or unfair business competition.
This is important for pursuant to the provisions of Article 47 paragraph (2) sub-
paragraphs e and g of Law No. 5/1999, ICC has the authority to impose
administrative actions in the form of:
1. the stipulation of cancellation of a Merger, Consolidation, or Acquisition that
results in monopolistic practices and/or unfair business competition; and/or
2. the mposition of a minimum fine of IDR1,000,000,000.00 (one billion rupiah)
and a maximum fine of IDR25,000,000,000.00 (twenty-five billion rupiah).
In the context of conducting Consultation, Business Actors must pay
attention to all notification requirements related to the Threshold, Calculation of
Assets Value, and Sales Value, Affiliated Companies, Change of Control, JV,
and Assets Transfer as spelled out in these Guidelines.
3.3.2. Consultation Procedures
1. Business Actors that may conduct Consultation are:
a. Business Entities that will receive Merger (Prospective Surviving
Business Entities);
b. Business Entities that will conduct Consolidation; or
34
35
c. Business Actors that will conduct Acquisition (Prospective Acquiring

Business Actors).
2. Business Actors download the form through link http://
kppu.go.id/wpcontent/uploads/2020/04/Perkom_3_Tahun_2019_Lampiran
.pdf and fill out the form as intendedin the attachment to Regulation of ICC
No. 3/2019;
3. Business Actors submit the forms and supporting documents to ICC;
4. The forms and supporting documents may be submitted physically to ICC
Head office during the Working Hours or through electronic media;
5. The forms and supporting documents submitted through electronic media
may use the electronic signature facility in accordance with laws and
regulation;
6. ICC checks out the completeness of the forms and supporting documents;
complete already, ICC will issue a receipt containing the Consultation
Register Number;
incomplete and/or do not meet the requirements, ICC will return the forms
and supporting documents to be completed and/or rectified. At this stage,
ICC has yet to issue a receipt containing the Consultation Register Number;
9. ICC has the authority to ask for additional documents from Business Actors
if deemed necessary for conducting an Assessment.
10. The Consultation Assessment Procedures may be seen in the chart as
intended in the attachment to these Guidelines.
3.3.2.1. Consultation Form
The Consultation Form uses the form as in intended in the Attachment to
Regulation of ICC No. 3/2019.
1. Merger Plan Form
The provisions regarding Merger Plan Form refer to the Merger Form in
these Guidelines.
2. Consolidation Plan Form
The provisions regarding Consolidation Plan Form refer to the provisions
regarding Consolidation Form in these Guidelines.
3. Acquisition Plan Form
The provisions regarding Acquisition Plan Form refer to the provisions
regarding Acquisition Form in these Guidelines.
3.3.2.2. Supporting Documents of Consultation
Business Entities conducting Consultation are obligated to submit
Supporting Documents as the attachment to the Consultation Form. The
Supporting Documents that must be attached to the Consultation Form refer to
35
36
the completeness of the Notification Supporting Documents in these Guidelines.

As for the documents that are not mandatory are:
1. the documents indicating that the Merger, Consolidation, or Acquisition
Legally Comes into Effect; and
2. the documents regarding the summary of the Merger, Consolidation, or
Acquisition.
3.3.3. Validity Period of Consultation
Pursuant to the provisions of Article 20 paragraph (3) of Regulation of ICC
No. 3/2019, the results of ICC's assessment in Consultations are valid for 2 (two)
years. This provision applies so long as there is no a substantive material change
to the data submitted by a Business Actor during a Merger, Consolidation, or
Acquisition Consultation, or change in market conditions at the time of the
Notification. In the event that there is a substantive material change to the data
submitted by a Business Actor or to market conditions, ICC will exercise its
authority to reassess the Notification after the Merger, Consolidation, or
Acquisition.
The assessment conducted by ICC in Merger, Consolidation, or Acquisition
Consultations does not expunge the authority of ICC to conduct an assessment
following the Legally Coming into Effect of the Merger, Consolidation, or
Acquisition.
3.4. Foreign Mergers, Consolidations, or Acquisitions
1. Notification with regard to a Foreign Merger, Consolidation, or Acquisition
is made for a Merger, Consolidation, or Acquisition conducted outside the
territory of the Republic of Indonesia that meets the entire requirements as
follows:
a. All parties or one of the parties conducting the Merger, Consolidation,
or Acquisition conduct(s) business activities or sales in the Territory
of the Republic of Indonesia.
b. The parties as intended in point a constitute part of a single economic
entity in accordance with the Single Economic Entity Doctrine that
may be in the form of part of:
1) Business Group of the Surviving Business Entity and Business
Group of the Business Entity conducting Merger;
2) Business Group of the Business Entities conducting
Consolidation; or
3) Business Group of the Acquiring Business Actor and Business
Entity acquired.
c. Merger, Consolidation, or Acquisition that meets the Threshold.
d. Merger, Consolidation, or Acquisition that is not an affiliated company
transaction.
36
37
e. Merger, Consolidation, or Acquisition that results in a change of

control.
f. Merger, Consolidation, or Acquisition that has an impact on the
Indonesian domestic market.
2. The meaning of having an impact on the Indonesian domestic market as
intended in point 1 sub-point f includes in the event that there is a party
conducting a Merger, Consolidation, and Acquisition, conducts business
activities in Indonesia and the other party conducting Merger,
Consolidation, and Acquisition does not conduct business activities in
Indonesia, but has a sister company that has business activities and/or
sales in Indonesia.
3. Provisions regarding Notification Requirements, Notification Period, Legally
Effective Date, and Procedures for Foreign Mergers, Consolidations, or
Acquisitions refer to the Notification provisions in these Guidelines.
4. Provisions regarding Consultation Procedures and Validity Period of
Consultation Period for foreign Mergers, Consolidations, or Acquisitions
refer to the Consultation provisions in these Guidelines.
3.5. Report Summary
1. In the event that a Business Actor either in Indonesia and abroad does not
have a financial statement or has a different financial statement standard,
the Business Actor concerned is obligated to submit a summary of the
financial statement, which at least contains information on:
a. summary use considerations;
b. value of Assets;
c. value of sales; and
d. statement and signature of the management or head of the Business
Entity as evidence of the accuracy of the summary of the financial
statement.
2. In the event that the articles of association of the Business Entity are in a
foreign language, the Business Entity is obligated to submit a summary of
the articles of association in Indonesian language which at least contain:
a. the identity of the Business Entity;
b. the composition of shareholders;
c. the composition of the board of directors and the commissioners; and
d. business activities.
3.6. Language
All Notification and Consultation activities including supporting documents,
such as among other things, financial statements and/or summary articles of
association, must use the Indonesian language;
37
38
3.7. Working Hours

Notification and Consultation Services are rendered at the Head Office of
ICC on predetermined business days and working hours, namely:
1. Monday - Thursday: At 09.00-12.00 WIB (West Indonesia Time) and
At 13.00-15.00 WIB;
2. Friday: At 09.00-11.30 WIB and
And 13.30-15.30 WIB.
These Working Hours may change at any time and will be published on the
website of ICC.
CHAPTER IV
ASSESSMENT OF MERGERS, CONSOLIDATIONS, OR ACQUISITIONS
4.1. Assessment of ICC
Article 28 of Law No. 5/1999 prohibits Mergers, Consolidations, or
Acquisitions if they result in monopolistic practices and/or unfair business
competition. In order to prevent a Merger, Consolidation, or Acquisition that
results in monopolistic practices and/or unfair business competition pursuant to
the provisions of Article 29 of Law No. 5/1999, Business Actors are obligated to
make a Notification to ICC. Notification is made with regard to Mergers,
Consolidations, or Acquisitions that causes the value of assets and/or that of the
sales to exceed certain amounts. With regarding to such Notification, ICC
conducts an Assessment through 2 (two) stages, namely Initial Assessment
and/or Comprehensive Assessment. The results of the assessment are set forth
in a Stipulation of ICC.
4.2. Analysis of ICC
An Initial Assessment of a Merger, Consolidation, or Acquisition is
conducted by way of using market concentration analysis, while several of the
following analyses are used for a Comprehensive Assessment:
1. Market entry barriers;
2. Anti-competitive behavior potentials;
3. efficiency; and/or
4. bankruptcy.
In addition to the above, pursuant to the provisions of Article 13 of
Regulation of ICC No. 3/2019, ICC may conduct an Assessment in certain
matters by using analyses other than those mentioned above, namely:
1. policy on the improvement of competitiveness and the strengthening of the
national industry;
2. technology and innovation development;
3. protection of micro, small and medium enterprises;
4. impacts on the workforce; and/or
38
39
5. the implementation of laws and regulations.

4.2.1. Market Concentration
4.2.1.1. Definition
Market concentration is an initial indicator to assess a Merger,
Consolidation, or Acquisition that may result in the occurrence of monopolistic
practices and/or unfair business competition. Market Concentration Analysis will
generate the following conclusions:
1. Merger, Consolidation, or Acquisition that creates a market concentration
not having the potential to result in monopolistic practices and/or unfair
business competition; or
2. Merger, Consolidation, or Acquisition that creates a market concentration
having the potential to result in monopolistic practices and/or unfair
business competition.
4.2.1.2. Relevant Market
1. Market concentration analysis is begun by first defining a Relevant Market.
Pursuant to Article 1 sub-article 10 of Law No. 5/1999, a Relevant Market
is a market related to certain marketing coverage or areas by Business
Actors for the same or similar goods and/or services or substitutions for
such goods and/or services.
2. Further explanation regarding the definition of Relevant Market may be
seen in the Guidelines of ICC regarding Relevant Market.
3. ICC may use other methods in defining a Relevant Market if required.
4.2.1.3. Market Concentration Change Analysis
1. Market concetration change analysis before and after a horizontal Merger,
Consolidation, or Acquisition may use the following methods:
a. Herfindahl-Hirschman Index (HHI); and/or
b. Concentration Ratio (CRn).
2. ICC uses the HHI method for the assessment of Mergers, Consolidations,
or Acquisitions. In the event that the application of HHI is not possible, the
CRn assessment method will be used.
3. The value of HHI is obtained from the addition of the square of the market
share of all Business Actors in a Relevant Market. In short, the formula is
as follows:
HHI = Sa2 + Sb2 + Sc2 + Sd2 + Se2 + Sf2 + … + Sn2
Remarks:
S = The value of market share of the Business Actor.
a, b, c, d, e, f, .. etc. = The name of the Business Actor in the
Relevant Market.
39
40
n = The identities of the existing Business

Actors in the market.
Take for example, there are only 4 (four) Business Actors (n = 4) in a
Relevant Market. Consequently, the calculation of HHI is conducted towards
the addition of the square of the market share of Business Actor A, Business
Actor B, Business Actor C, and Business Actor D. However, in the event
that there are 10 (ten) Business Actors (n = 10), then the addition of the
squares of the market share of Business Actor A up to Business Actor J is
done.
4. ICC divides the level of market concentration into 3 (three) spectrums
based on the value of HHI after a Merger, Consolidation, or Acquisition,
namely:
a. Spectrum I with an HHI value of less than 1,500 (HHI<1,500);
b. 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);
c. 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);
5. With an HHI value of less than 1,500 (HHI <1,500) in Spectrum I, ICC
judges that there is no potential occurrence of monopolistic practices and/or
unfair business competition brought about by a Merger, Consolidation, or
Acquisition. ICC assesses that an HHI of less than 1,500 (HHI <1,500) does
not change the existing market structure and does not give rise to potential
occurrence of monopolistic practices and/or unfair business competition
post- a Merger, Consolidation, or Acquisition.
6. With an HHI value of 1,500 to 2,500 (1,500≤HHI≤2,500) in Spectrum II,
there are 2 (two) conditions, namely:
a. in the event that a change (delta) of HHI pre- and post- a Merger,
Consolidation, or Acquisition is less than/equal to 250 (∆HHI≤250),
ICC judges that there is no potential occurrence of monopolistic
practices and/or unfair business competition since the change taking
place in market power is not significant enough. In its assessment
process, ICC does not proceed to Comprehensive Assessment stage.
b. in the event that the change (delta) of HHI exceeds 250 (∆HHI> 250),
ICC will continue the assessment to a Comprehensive Assessment
stage.
7. With an HHI value of more than 2,500 (HHI> 2,500) in Spectrum III, there
are 2 (two) conditions, namely:
a. in the event that a change (delta) of HHI pre- and post- a Merger,
Consolidation, or Acquisition is less than/equal to 150 (∆HHI≤150),
ICC judges that there is no potential occurrence of monopolistic
practices and/or unfair business competition since the change taking
place in market power is not significant enough. In its assessment
process, ICC does not proceed to Comprehensive Assessment stage.
40
41
b. in the event that the change (delta) of HHI exceeds 150 (∆HHI> 150),
ICC will continue the assessment to a Comprehensive Assessment
stage.
8. ICC issues a Stipulation of Notification containing the opinion of ICC that
states the absence of alleged monopolistic practice and/or unfair business
competition in the that:
a. The value of HHI is less than 1,500 (HHI<1,500);
b. The value of HHI is between 1,500 – 2,500 (1,500≤HHI≤2,500) with a
change of (delta) HHI of less than or equal to ≤250 (∆HHI≤250);
c. The value of HHI is more than 2,500 (HHI>2,500) with a change of
(delta) HHI of leass than or equal to (∆HHI≤150).
9. The calculation of HHI may be illustrated by an example as follows: There
are 6 (six) Business Actors in a Relevant Market. The market share of each
Business Actor is as follows: Business Actor A (Sa) 15%, Business Actor B
(Sb) 20%, Business Actor C (Sc) 10%, Business Actor D (Sd) 30%,
Business Actor E ( Se) 10%, and Business Actor F (Sf) 15%. Consequently,
the value of the HHI in the Relevant Market prior to the Merger,
Consolidation, or Acquisition is 1,950 with the following calculation:
HHI = Sa2 + Sb2 + Sc2 + Sd2 + Se2 + Sf2
= 152 + 202 + 102 + 302 + 102 + 152
= 225 + 400 + 100 + 900 + 100 + 225
= 1,950
The value of HHI that reaches 1,950 is included in Spectrum II with an HHI
value of 1,500 to 2,500 (1,500≤HHI≤2,500).
If Business Entity A and Business Entity B conduct a Merger, Consolidation,
or Acquisition, then the HHI post- the Merger, Consolidation, or Acquisition
in the Relevant Market is 2,550 with the following calculation:
HHI = (Sa + Sb)2 + Sc2 + Sd2 + Se2 + Sf2
= (15 + 20) 2 + 102 + 302 + 102 + 152
= 1,225 + 100 + 900 + 100 + 225
= 2,550
Post- the merger, Business Entity A and Business Entity B generate an HHI
value included in Spectrum III with an HHI value of more than 2,500 (HHI>
2,500).
Therefore, there is a change in the spectrum, from Spectrum II to Spectrum
III. Since the spectrum post- the Merger, Consolidation, or Acquisition is
grouped in Spectrum III, consequently, is necessary to calculate the change
in concentration before and after the occurrence of a Merger,
Consolidation, or Acquisition that exceeds or that does not exceed the
value of 150 (∆HHI> 150). The change (delta) of HHI determines whether
the assessment process continues or not into a comprehensive
41
42
assessment stage. Based on the example above, the pre-Merger,

Consolidation, or Acquisition calculation is 1,950 and the post-Merger,
Consolidation, or Acquisition calculation is 2,550, hence, the calculation of
HHI change (delta) is as follows:
∆HHI = 2,550 – 1,950
= 600
With the change (delta) of HHI of 600 that is larger than 150 (∆HHI> 150),
ICC will continue the assessment process to the Comprehensive
Assessment stage.
10. In the event that the HHI may not be calculated on the basis of the entire
market share data of Business Actors in a Relevant Market, ICC will focus
on the calculation of HHI based on the majority of companies the market
shares of which are known, though the market shares of small companies
are unknown. In addition to the above, the focus of the HHI assessment lies
at the impact of the change in HHI as a result of a Merger, Consolidation,
or Acquisition.
11. In the event that the data available are only in the shape of concentration
ratio, then ICC will use such indicator to assess the relative market strength
of the parties conducting the Merger, Consolidation, or Acquisition
transactions.
12. The calculation of the concentration ratio may be measured among other
things by using:
a. The value of sales;
b. The value of assets; and/or
c. The valye of production capacity;
13. The method for calculating a concentration ratio is as follows:
Name of Company Value of Sales
Business Entity A 100
Business Entity B 150
Business Entity C 200
Business Entity D 200
Business Entity E 150
Then, the calculation of the concentration ratio is follows:
CRn = Value of Sales A + B + C + … + n
In terms of the calculation of CR4, then:
𝑉𝑎𝑙𝑢𝑒 𝑜𝑓 𝑆𝑎𝑙𝑒𝑠 𝑜𝑓 𝐵𝑢𝑠𝑖𝑛𝑒𝑠𝑠 𝐸𝑛𝑡𝑖𝑡𝑖𝑒𝑠 𝐵+𝐶+𝐷+𝐸
CR4 = 𝑉𝑎𝑙𝑢𝑒 𝑜𝑓 𝑆𝑎𝑙𝑒𝑠 𝑜𝑓 𝑡ℎ𝑒 𝐸𝑛𝑡𝑖𝑟𝑒 𝐵𝑢𝑠𝑖𝑛𝑒𝑠𝑠 𝐴𝑐𝑡𝑜𝑟𝑠 𝑖𝑛 𝑡ℎ𝑒 𝑀𝑎𝑟𝑘𝑒𝑡
150+200+200+150
CR4 = 100+150+200+200+150
42
43
150+200+200+150
CR4 = 100+150+200+200+150
CR4 = 0.875
ICC will compare the concentration ratio before and after the occurrence of
a Merger, Consolidation, or Acquisition in assessing changes in market
power.
4.2.1.4. Vertical Mergers, Consolidations, or Acquisitions
1. Market concentration analysis of a vertical Merger, Consolidation, or
Acquisition takes the following into account:
a. the presence or absence of market power or dominance in upstream
markets; and
b. the presence or absence of market power or dominance in
downstream markets.
2. A Comprehensive Assessment is not conducted if the Business Entity
conducting a vertical Merger, Consolidation, or Acquisition does not have
market power or dominance both in upstream markets and downstream
markets.
3. ICC issues a stipulation of Notification containing the opnion of ICC stating
the absence of alleged monopolistic practices and/or unfair business
competition in the event that the vertical Merger, Consolidation, or
Acquisition that takes place among Business Actors, do not have market
power or dominance both in upstream markets and downstream markets.
4.2.1.5. Conglomerate Mergers, Consolidations, or Acquisitions
Conglomeration is a category of line of business that is not related
horizontally or vertically. However, competition impact potentials may occur in the
event that the business entity resulting from a conglomeration has a portfolio of
products or services that may be sold by way of tying and/or bundling. ICC will
assess the existence of tying and/or bundling potentials of a Conglomerate
Merger, Consolidation, or Acquisition transaction.
A comprehensive assessment is not conducted if there is no tying and/or
bundling potential of a Conglomerate Merger, Consolidation, or Acquisition
transaction.
4.2.2. Barriers to Market Entry
4.2.2.1. Definition
1. Barriers to Market Entry are the existence of costs that are higher than the
normal ones or the existence of other barriers that prevent new Business
Actors (New Entrants) from entering the Relevant Market. These barriers
to entry benefit the existing Business Actors (Incumbents) for such barriers
protect the revenues and profits of such Business Actors.
2. In the event that there are no Barriers to Market Entry, post- Merger,
Consolidation, or Acquisition Business Entities with large market share
control will find it difficult to conduct anti-competitive behaviors. This is
43
44
because such Business Entities constantly face competitive pressures with

the emergence of new Business Actors in the market.
3. With the existence of high Barriers to Market Entry, Business Entities
resulting from a Merger, Consolidation, or Acquisition with medium control
of the market have the possibility of abusing their position to hamper
competition or exploit consumers.
4.2.2.2. Analysis of Barriers to Market Entry (Entry Barrier)
1. ICC analyzes and assesses potential Barriers to Market Entry for new
Business Actors (new Entrants) which may derive from:
a. Government regulations;
b. Government licenses;
c. Intellectual property rights;
d. the conditions of supply and demand towards important production
factors in a market;
e. minimum efficiency scale to enter a market;
f. relatively high costs that must be borne by consumers if they wish to
shift from one product to other products;
g. the existence of an exclusive agreement that benefits certain
Business Actors; and/or
h. tying and/or bundling practices.
2. Indications of the existence of high Barriers to Market Entry may, among
other things, be seen from:
a. The historical data of the number of Business Actors in the Relevant
Market from year to year;
b. the number of Business Actors having the potential to enter the
Relevant Market;
c. the comparison between costs required to enter a market and the
revenues estimated to earn from the market;
d. the time needed to give such costs back.
3. Analysis of Barriers to Market Entry takes the following matters into
account:
a. the ease of entering a market for New Entrants (new Business Actors);
and
b. the time needed to enter a market.
In the event that there is an ease of entering the Relevant Market in a
relatively short time for new Business Actors, then it will be difficult for
Business Actors post- a Merger, Consolidation, or Acquisition to have a
anti-competitive behavior. This is because the competitive condition that
44
45
may be maintained continually with the presence of new Business Actors

in the market.
4. Anti-competitive actions that might be committed by Business Actors in the
conditions of high Barriers to Market Entry may bring about Unilateral Effect
and Coordinated Effect.
4.2.3. Potential Anticompetitive Behavior
ICC analyzes potential impacts of anti-competitive behavior in a Merger,
Consolidation, or Acquisition as grouped in Spectrum II category
(1,500≤HHI≤2,500) with a change (delta) in HHI of more than 250 (∆HHI> 250)
and Spectrum III (HHI> 2,500 ) with a change (delta) in IHL of more than 150
(∆HHI>150). Analysis of potential anti-competitive behavior based on the
analysis of Unilateral Impact, Coordinated Impact, and Market Foreclosure may
be explained as follows:
4.2.3.1. Unilateral Effect
1. Unilateral Impact is an impact resulting from a Merger, Consolidation, or
Acquisition which brings about an increase in the market power of a
Business Entity post- a Merger, Consolidation, or Acquisition.
2. In the event that a Merger, Consolidation, or Acquisition begets 1 (one)
Business Actor which is relatively dominant to other Business Actors in the
Relevant Market, such Business Actor has the potential to abuse its market
power. The purpose of abuse of market power is to gain profits to the best
possible extent that may harm other business actors and/or consumers.
Losses for other Business Actors may take the form of trade conditions that
hamper competition. Losses for consumers may have the form of price hike.
3. The bargaining position of the buyers or consumers is one of the things that
is taken into account in assessing the presence or absence of unilateral
impacts post- a Merger, Consolidation, or Acquisition.
4. ICC analyzes the presence or absence of incentives for Business Actors
resulting from a Merger, Consolidation, or Acquisition to commit actions
having anti-competitive impact and unilateral effect.
4.2.3.2. Coordinated Effect
1. Coordinated Effect is an impact resulting from a Merger, Consolidation, or
Acquisition that does not beget 1 (one) dominant Business Actor in the
Relevant Market which has increasingly become more concentrated, but
there are still several Business Actors constituting significant competitors
of the Business Entity resulting from the Merger, Consolidation, or
Acquisition.
2. In analyzing the Coordinated Effect, ICC takes, among other things, the
following matters into account:
a. market transparency that enables the congnizance of strategies
among competitors, for example: price transparency;
b. differentiation of products sold in the market;
45
46
c. the existence of independent companies not in agreement with

competitors (mavericks) in the relevant market;
d. close relationship among competitors, for example through cross-
shareholding or sameness of board of directors and/or
commissioners;
e. It is important to know the historical condition of competition in a
market. Such historical condition is used to assess a trend:
1) The presence or absence of; or
2) Increased strengthening;
Coordinated behavior post- a Merger, Consolidation, and Acquisition;
f. historical data with regard to the ease of entry of new entrants into a
market;
g. The existence of bargaining position of buyers or consumers (buyer
bargaining power) in the market that may prevent a coordinated
behavior; and/or
h. other matters that may indicate the trend of the emergence or the
increased strengthening of coordinated behavior post- a Merger,
Consolidation, or Acquisition.
4.2.3.3. Closing of Market Access (Market Foreclosure)
1. A vertical Merger, Consolidation, or Acquisition may create Closing of
Market Access for competitors, both in upstream markets and downstream
markets so as to reduce the level of competition in the said upstream
markets or downstream ones.
2. The Closing of Market Access may be conducted directly by way of closing
market access or indirectly by way of strategy of increasing costs that must
be borne by competitors.
3. The Closing of market access may take place in a chain of production
process or marketing, for example between raw material supplying
Business Actors and manufacturing Business Actors, or Wholesalers and
large Retailers, and small Retailers and so forth.
4. The forms of the Closing of Market Access may occur by increasing the
costs required by a competing Business Actors to sell their products to the
market (raising rivals' costs) by way of:
a. not giving market access to their competing Business Actors;
b. giving access but in discriminatory price, quality and/or trade terms;
c. refusing to supply; and/or
d. supplying but in higher prices charged to their competitors.
46
47
4.2.4. Efficiency
1. In the event that the purpose of a Merger, Consolidation, or Acquisition is
to enhance efficiency, consequently, it is necessary to make a comparison
between the efficiency generated and the anti-competitive impact caused.
2. In the event that the value of the anti-competitive impact exceeds the gain
of the expected efficiency value from a Merger, Consolidation, or
Acquisition, consequently, fair competition will be better prioritized as
compared to promoting efficiency for Business Actors. This is because fair
competition basically begets more efficient Business Actors in the market.
3. The arguments of efficiency must be submitted by Business Actors making
a Notification by presenting:
a. The calculation of efficiency generated from a Merger, Consolidation,
or Acquisition and the profits that consumers benefit as a result of
such efficiency;
b. Cost savings;
c. Enhancement of the use of the existing capacity;
d. Enhancement of economy of scale;
e. Improvement of networks;
f. Improvement of the quality of products; and/or
g. other matters as a result of a Merger, Consolidation, or Acquisition.
h. the absence of potentials to harm other business actors in the relevant
market
4. Efficiency tends to have an impact on a price reduction in a short term if a
Business Entity post- a Merger, Consolidation, or Acquisition retrenches
variable costs or marginal costs. Conversely, the existence of retrenchment
of fixed costs generally does not have an impact on price reduction in a
short term, consequently, consumers in this regard do not directly benefit
from efficiency. Therefore, ICC underscores the importance of the
explanation of efficiency that tells the distinction between savings of
variable costs, marginal costs, or fixed costs.
4.2.5. Bankruptcy
1. The arguments of bankruptcy must be submitted by Business Entities
making a Notification.
2. ICC mempertimbangkan argumen kepailitan tersebut dalam hal Badan
Usaha dapat membuktikan 2. ICC takes such arguments of bankruptcy into
consideration in the event that the Business Entities may prove:
a. that they are in a state of insolvency, consequently, they will exit the
market in a near future if they do not conduct a Merger, Consolidation,
or Acquisition;
b. that a Merger, Consolidation, or Acquisition is the only way in an effort
to avoid bankruptcy;
47
48
c. that there are no potentials for a reduction of the level of competition

in the market in the form of monopolistic practices and/or unfair
business competition brought about by a Merger, Consolidation, or
Acquisition; and/or
d. that the potential losses of consumers are larger if a Merger,
Consolidation, or Acquisition is not conducted.
4.3. Other Assessment Aspects
1. Article 13 paragraph (5) of Regulation of ICC No. 3/2019 stipulates that ICC
may use other analyses in assessing Mergers, Consolidations, or
Acquisitions. The analyses are:
a. policy on the improvement of competitiveness and the strengthen of
the national economy and industry. Mergers, Consolidations, or
Acquisitions is conducted in relation to the government policy to
improve competitiveness and or strengthen the national industry;
b. development of technology and innovation. The purpose of a Merger,
Consolidation, or Acquisition is to develop technology and/or make
innovation to the products of the parties;
c. protection of micro, small and medium enterprises. An assessment
will be conducted to know if a Merger, Consolidation, or Acquisition
has positive impacts on micro-, small- and medium-scale
Entrepeneurs (Business Actors);
d. the impacts on the workforce. An assessment will be conducted to
know if a Merger, Consolidation, or Acquisition has positive impacts
on the protection and/or absorption of the workforce in Indonesia;
e. the implementation of laws and regulations. An assessment will be
carried out to know if a Merger, Consolidation, or Acquisition is
conducted on the basis of the order of laws and regulations or not.
2. Business Actors may make their own analysis against other aspects of the
analyses above in order to be used as food for thought by ICC in conducting
an Assessment.
CHAPTER V
ASSESSMENT RESULTS OF MERGERS, CONSOLIDATIONS, OR
ACQUISITIONS
5.1. Assessment Results of Notification
5.1.1. Stipulation of Notification
Following the completion of the Assessment of Mergers, Consolidations, or
Acquisitions, ICC issues a Stipulation of Notification containing the opinion of
ICC.
5.1.2. Opinion of ICC on Notification
After conducting a Notification Assessment, ICC issues its opinions as
follows:
48
49
1. Opinion of ICC stating the absence of alleged monopolistic practices and/or

unfair business competition;
2. Opinion of ICC stating the presence of alleged monopolistic practices
and/or unfair business competition; or
3. Opinion of ICC stating the presence of alleged monopolistic practices
and/or unfair business competition with a conditional approval.
5.1.3. Format of Stipulation of Notification
The Format of Stipulation of Notification is set forth further in the attachment
to these Guidelines.
5.2. Assessment Results of Consultation
5.2.1. Stipulation of Consultation
Following the completion of the Assessment of Consultation of Plan for a
Merger, Consolidation, or Acquisition, ICC issues a Stipulation of Consultation
containing the Opinion of ICC.
5.2.2. Opinion of ICC on Consultation
Following the completion of the Assessment of Consultation Assessment,
ICC issues its opinions as follows:
1. Opinion of ICC stating the absence of potential alleged monopolistic
practices and/or unfair business competition on the plan for merger,
consolidation, or acquisition;
2. Opinion of ICC stating the presence of potential alleged monopolistic
practices and/or unfair business competition on the plan for merger,
consolidation, or acquisition; or
3. Opinion of ICC atating the presence of potential alleged monopolistic
practices and/or unfair business competition with a conditional approval.
5.2.3. Format of Stipulation of Consultation
The Format of Stipulation of Consultation is set forth further in the
attachment to these Guidelines.
CHAPTER VI
CONDITIONAL APPROVAL
6.1. General
Based on the provisions of Article 18 paragraph (2) sub-paragraph b jo.
Article 19 paragraph (1) of Regulation of ICC No. 3/2019, in the event that ICC
issues an opinion on the existence of alleged monopolistic practices and/or unfair
business competition, ICC may grant a Conditional Approval. Furthermore, based
on the provisions of Article 19 paragraph (2) of Regulation of ICC No. 3/2019, a
Conditional Approval is set forth in the Stipulation of Notification. Conditional
Approval Procedures are as provided for in the attachment to these Guidelines.
49
50
6.1.1. Forms of Conditional Approval

Pursuant to Article 19 paragraph (3) of Regulation of ICC No. 3/2019, the
substance of a Conditional Agreement granted to Business Actors may have the
form of:
1. Structural remedies, including:
a. divestment of shares; or
b. divestment of share equivalents.
2. Behavioral remedies, including:
a. access to Intellectual Property Rights (IPR) relating to essential
facilities;
b. elimination of forms of barrier that reduce competition, such as,
among other things:
1) exclusive contract;
2) consumer switching cost;
3) tying and/or bundling; and/or
4) barriers to supply or purchase.
3. The application of a fair selling price strategy. In applying a fair selling price
strategy, Business Actors are obligated to submit data related to the prices,
production, pricing costs and/or other data.
4. In the event that it is found that a Merger, Consolidation, or Acquisition has
the potential to violate other laws and regulations, ICC may notify the
implementing agency of these laws and regulations and provide the
requirements for Business Actors so as to comply with laws and
regulations, for example, with regard to landholding restrictions by
individuals and business entities in the oil palm plantation sector.
6.1.2. Application for Conditional Approval
1. A Business Actor may file an Application for Conditional Approval in the
form of structural remedies, behavioral remedies, and/or the application of
a fair selling price strategy in the eventn that the Business Actor knows that
a Merger, Consolidation, or Acquisition has the potential to reduce
competition in the Relevant Market.
2. Applications may be filed at the time of the Notification or during the
Assessment process. ICC takes the application into account in the
Assessment process.
6.2. Responses to Conditional Approval
Pursuant to Article 19 paragraph (4) of Regulation of ICC No. 3/2019,
Business Actors making a Notification may give responses stating that they
accept or not accept the Conditional Approval as contained in a Stipulation of
Notification. Such responses must be made in writing in Indonesian language
and must be submitted to ICC by no later than 14 (fourteen) business days as
50
51
from the acceptance of the Stipulation of Notification by the Business Actors or

their attorneys. The calculation of the period is based on the Minutes of Handover
of the Stipulation of Notification.
6.2.1. Accepting Conditional Approval
In the event that a Business Actor accepts a Conditional Approval, ICC
conducts Supervision to ascertain that the Business Actor implements such
Conditional Approval as stipulated within the following period of Conditional
Approval:
1. Structural remedies must be made within a maximum period of 1 (one) year
as from the acceptance of Conditional Approval by the Business Actor.
2. Behavioral remedies must be made within a maximum period of 6 (six)
months as from the acceptance of Conditional Approval by the Business
Actor.
3. The implementation of the putting into effect of the fair selling price strategy
for for 3 (three) years as from the acceptance of Conditional Approval by
the Business Actor.
6.2.2. Not Accepting Conditional Approval
1. In the event that a Business Actor does not respond to or does not accept
a Conditional Approval, ICC pre-investigates such alleged violation of the
Merger, Consolidation, or Acquisition.
2. The implementation of pre-investigation refers to Regulation of ICC
regarding procedures for handling cases of alleged monopolistic practices
and/or unfair business competition.
6.3. Results of Supervision of the Implementation of Conditional Approval
Following the end of the period of the supervision of the implementation of
a Conditional Approval, ICC issues a Decion with regard to the results of
supervision of the implementation of Conditional Approval regarding:
1. A Conditional Approval has been implemented in accordance with the
Stipulation of Notification. ICC stops the supervision and declares that there
is no alleged violation of Law No. 5/1999;
2. The Conditional Approval is not implemented in accordance with the
Stipulation of Notification. ICC stops the supervision, follows up, and
proceeds with the investigation stage.
CHAPTER VII
NOTIFICATION WITH SIMPLE ASSESSMENT
7.1. General
1. In the context of improving effectiveness and efficiency of the Assessment
process of Notification of Merger, Consolidation, or Acquisition, ICC will
examine if an Assessment may be conducted through Notification
procedures with Simple Assessment. Notification with Simple Assessment
is conducted in the event that on the basis of the analysis of Relevant Market
51
52
and market concentration, there is no issue of competition or there is no

potential significant competition decrease.
2. Procedures for Notification with Simple Assessment may be conducted
either on the basis of the consideration of ICC or at the request of Business
Actors that meet the criteria of Notification with Simple Assessment.
Therefore, Procedures for Notification with Simple Assessment may be
conducted either on the basis of the consideration of ICC or at the request of
Business Actors that meet the criteria of Notification with Simple Assessment.
7.2. Criteria
Notification with simple assessment may be conducted if meeting the
following criteria:
1. The Business Group of the Surviving Business and the Business Entity
conducting Merger along with the subsidiaries;
2. The Business Group of the Business Entity conducting Consolidation;
and/or
3. The Business Group conducting Acquisition and the Business Entity
acquired and the subsidiaries,
“meeting” the following criteria:
1. not having the same business activities;
2. not having a vertically integrated business activity;
3. having the same business activities as the joint market shares that meet
the following criteria:
a. Spectrum I with an HHI value of less than 1,500 (HHI<1,500);
b. Spectrum II with an HHI value of 1,500 to 2,500 (1,500≤HHI≤2,500)
and change (delta) of HHI of less than/equal to 250 (∆HHI≤250);
c. Spectrum III with an HHI value of more than 2,500 (HHI>2,500) and
change (delta) of HHI of less than/equal to 150 (∆HHI≤150).
4. having business activities that are vertically integrated with the HHI value
of each business activity that meets the criteria of Spectrum I with an HHI
value of less than 1,500 (HHI <1,500);
5. not having a potential capabaility of doing tying and/or bundling, or behavior
that may cause network externalities (network effect);
6. Notification is submitted by no later than 30 (thirty) days from the Legally
Effective Date; and/or
7. An Acquisition begetting a Business Entity with a sole control by one of the
controlling parties who previously have a joint control with other parties in
such Business Entity.
Supporting Documents for Notification with Simple Assessment are the
same as the Supporting Documents for Notification plus the matters specifically
provided for as follows:
52
53
1. a cover letter to ICC containing an application for Notification with Simple

Assessment along with the reasons thereof; and
2. transaction impact analysis explaining in detail the reasons that the
transaction will not have impact or have a pretty inimum impact on
competition in the market. Such analysis contains at least a description of
the fulfillment of the criteria as spelled out in point 7.2. above; or
3. for a Merger, Consolidation, or Acquisition that begets a JV or assets that
are jointly controlled by more than one party, the documents of in the form
of Financial Statement and Articles of Association documents must cover
all parties controlling the JV or the assets up to BUIT and all the subsidiaries
that have business activities or sales in Indonesia.
7.3. Notification Period with Simple Assessment
1. Notification with Simple Assessment is implemented within a period of 14
(fourteen) business days as from the approval of the Procedures for
Notification with Simple Assessment by ICC.
2. Procedures for Notification with Simple Assessment is implemented during
the Clarification and Study stage.
7.4. Notification Stages with Simple Notification
The stages of Notification with Simple Assessment are set forth further in
the attachment to these Guidelines.
7.5. Format of Stipulation of Notification with Simple Assessment
The Format of Stipulation of Notification with Simple Assessment refers to
the Format of Stipulation of Notification as intended in the attachment to these
Guidelines.
CHAPTER VIII
SUPERVISION OF MERGERS, CONSOLIDATIONS, OR ACQUISITIONS
8.1. Supervision
Based on the provisions of Article 21 paragraph (1) of Regulation of ICC No.
3/2019, ICC has the authority to Supervise Mergers, Consolidations, or
Acquisitions alleged to have met the Threshold that subject to mandatory
Notification. Furthermore, based on Article 21 paragraph (2) of Regulation of ICC
No. 3/2019, Supervision has its origins in:
1. information from the public;
2. the mass media news;
3. official letters issued by government agencies; or
4. other accountable sources.
The Chart of Supervision of Mergers, Consolidations, or Acquisitions is
explained further in the attachment to these Guidelines.
53
54
8.2. Initiative Study

1. In the event that there is an indication that a Merger, Consolidation, or
Acquisition is alleged to have met the Threshold that is subject to a
mandatory Notification, ICC may commence an Initiative Study to seek data
and/or documents related to the fulfillment of the Threshold in accordance
with the provisions of Article 5 of Government Regulation No. 57/2010 jo.
Article 2 of Regulation of ICC No. 3/2019.
2. ICC in conducting an Initiative Study may Clarify and/or request documents
from Business Actors with regard to Mergers, Consolidations, or
Acquisitions.
3. Data, documents, and/or information obtained during the Initiative Study
stage may serve as preliminary proof of alleged violation of Article 28 and/or
Article 29 of Law No. 5/1999.
8.3. Pre-investigation
1. In the event that there is preliminary proof obtained from an Initiative Study,
ICC pre-investigates the alleged violation of Article 28 and/or Article 29 of
Law No. 5/1999.
2. A pre-investigation is conducted to obtain at least 2 (two) valid instruments
of proof of an alleged violation of Article 28 and/or Article 29 of Law No.
5/1999.
3. The pre-investigation conducted refers to Regulation of ICC regarding
procedures for handling cases of alleged monopolistic practices and/or
unfair business competition.
8.4. Case Handling
1. In the event that the pre-investigation has obtained at least 2 (two) valid
instruments of proof, consequently, the pre-investigation proceeds with the
case handling stage of alleged violation of Article 28 and/or Article 29 of
Law No. 5/1999.
2. Pursuant to the provisions of Article 22 of Regulation of ICC No. 3/2019, in
the event that a Business Actor does not make a Notification up to the pre-
investigation proceedings and there is an alleged violation of delay in
Notification, consequently, the assessment process of the Notification
becomes a part of the case handling process.
3. Case Handling refers to Regulation of ICC regarding procedures for
handling cases of monopolistic practices and/or unfair business
competition.
4. In the event that a Business Actor has made a Notification, subsequently,
it is found that there is an alleged delay of Notification, then the assessment
of the Notification will be conducted separately from the handling of case of
alleged delay of Notification.
54
55
8.5. Sanctions in Law No. 5/1999

8.5.1. Administrative Sanctions
In deciding an alleged violation of Article 28 and/or Article 29 of Law no.
5/1999, ICC has the authority to impose sanctions in the form of administrative
action against Business Actors as provided for in Article 47 of Law No. 5/1999.
1. Violation of Article 28 of Law No. 5/1999 may be subject to sanctions in the
form of:
a. the stipulation of cancellation of the said Merger, Consolidation, or
Acquisition; and or
b. the imposition of a minimum fine of IDR1,000,000,000.00 (one billion
rupiah) and a maximum fine of IDR25,000,000,000.00 (twenty-five
billion rupiah).
2. Violation of Article 29 of Law no. 5/1999 may be subject to sanctions in the
form of the imposition of a minimum fine of IDR1,000,000,000.00 (one
billion rupiah) and a maximum fine of IDR25,000,000,000.00 (twenty-five
billion rupiah).
8.5.2. Criminal Sanctions
Business Actors are obligated to submit instruments of proof required for
pre-investigations and/or examinations in the pre-investigation and/or
examination proceedings of alleged violations of Article 28 and/or Article 29 of
Law No. 5/1999. Business actors are prohibited from refusing to be examined,
from refusing to provide information required in pre-investigations and/or
examinations, or from obstructing the pre-investigation and/or examination
proceedings as provided for in Article 41 of Law No. 5/1999.
ICC hands over the violations of the provisions of Article 41 of Law No.
5/1999 to investigators to conduct investigations in accordance with the
provisions of the applicable regulations. Such violations are subject to a minimum
fine of IDR1,000,000,000.00 (one billion rupiah) and a maximum fine of
IDR5,000,000,000.00 (five billion rupiah), or a maximum imprisonment of 3
(three) months in lieu of the fine. The imposition of such criminal sanctions is the
authority of the court of law.
In the event that a Business Actor does not execute Decision of ICC in
respect of an alleged violation of Article 28 of Law No. 5/1999, the relevant
Business Actor is subject to a minimum fine of IDR25,000,000,000.00 (twenty-
five billion rupiah) and a maximum fine of IDR100,000,000,000.00 (one hundred
billion rupiah), or a maximum imprisonment of 6 (six) montha in lieu of the fine,
pursuant to the provisions of Article 48 paragraph (1) of Law No. 5/1999. ICC
hands over such Decision of ICC to investigators conduct investigations in
accordance with the provisions of the applicable laws and regulations. The
Decision of ICC constitute an adequate preliminary proof for investigators to
conduct an investigation. This is provided for in Article 44 paragraphs (4) and (5)
of Law No. 5/1999.
55
56
8.6. Authorities of ICC

1. Based on Article 30 of Law No. 5/1999, ICC was established to supervise
the implementation of Law No. 5/1999. The duties and authorities of ICC
are provided for in Articles 35 and 36 of Law No. 5/1999.
2. The authority of ICC based on the provisions of Article 36 sub-article l of
Law No. 5/1999 is to impose sanctions in the form of administrative actions
on Business Actors in violation of the provisions of Law No. 5/1999.
3. In imposing sanctions in the form of administrative actions, ICC has a free
commitment (vrije gebondenheid) for the sake of maintaining impartiality,
independence, objectivity, and accountability in deciding a case.
4. In imposing sanctions in the form of fine, ICC takes the following matters
into account:
a. sense of justice;
b. ICC sets the basic value of fines that may be added with the
aggravating matters and/or subtracted by the alleviating matters
during the holding of the hearing proceedings;
c. the aggravating matters for Business Actors may have the form of:
1) not taking a cooperative attitude by way of refusing to be
examined, refusing to provide documents and/or information
required in a pre-investigation and or examination, or obstructing
the pre-investigation and/or examination processes;
2) repetition of the same violations; and/or
3) once declared guilty based on a Decision of ICC that has had a
permanent legal force (inkracht van gewijsde).
d. the alleviating matters for Business Actors may have the form of:
1) taking a cooperative attitude in attending pre-investigations
and/or examinations;
2) providing documents and/or information required in pre-
investigations and/or examinations;
3) Mergers, Consolidations, or Acquisitions aiming to enhance
efficiency;
4) Mergers, Consolidations, or Acquisitions aiming to save
Business Entities from a Bankruptcy;
5) Mergers, Consolidations, or Acquisitions are conducted with
regard to the policy on the improvement of competitiveness
and/or strengthening of the national economy and industry;
6) Mergers, Consolidations, or Acquisitions are conducted in the
context of the development of technology and/or innovation;
7) Mergers, Consolidations, or Acquisitions protect micro, small
and medium enterprises;
56
57
8) Mergers, Consolidations, or Acquisitions have a positive impact

on the protection and/or absorption of the workforce in
Indonesia; and/or
9) Mergers, Consolidations, or Acquisitions are conducted in an
effort to save the environment and/or mitigate disasters.
CHAPTER IX
CLOSING
These Guidelines for the Assessment of Mergers, Consolidations, or
Acquisitions as compiled and spelled out in Chapter I up to Chapter VIII
constitute an effort to provide clarity and certainty for stakeholders in
understanding the provisions, methods of approach, and procedures for the
implementation of Mergers, Consolidations, or Acquisitions as intended in Law
No. 5/1999 jo. Government Regulation No. 57/2010 jo. Regulation of ICC No.
3/2019. It is hoped that these guidelines may create a legal certainty in order to
boost progress and a conducive business climate for Business Actors and the
national economy so as to improve people's welfare.
Other than providing clarity and certainty for stakeholders, these guidelines
also better assert the duties and functions of ICC in handling Notifications and
Consultations. Notification constitutes a form of supervision of corporate actions
in a Merger, Consolidation, or Acquisition. Besides through a Notification, ICC
encourages Business Actors to conduct Consultations as an effort to prevent
Mergers, Consolidations, or Acquisitions that may result in monopolistic practices
and/or unfair business competition.
Jakarta, October 6, 2020
Indonesia Competition Commission
Chairman,
SGD.
Kurnia Toha
57
vii
Attachment I
Notification Assessment Procedure
Chart
vii
viii
Notification Assessment Procedures;

a. Business Actors that have conducted a Merger, Consolidation, or
Acquisition and have met the requirements must make a Notification to ICC
by no later than 30 (thirty) days as from the Legally Coming into Effect of
the Merger, Consolidation, or Acquisition.
b. Business Actors submit Notifications to ICC on business days and working
hours in accordance with the office hours of ICC.
c. ICC issues a receipt and a registration number if the forms have been filled
out completely and the supporting documents are complete. If the forms and
or documents are incomplete, ICC will not receive the Notifications
submitted and all files will be returned to the Business Actors.
d. ICC has the right to ask for additional data and/or documents from Business
Actors if required in the assessment process.
e. ICC will clarify and study if the Notification has met the criteria for
assessment. The period for clarification and study is 60 (sixty) business
days.
f. In the event that a Notification meets the mandatory notification criteria, the
Notification will proceed to the assessment stage. If not meeting the criteria,
ICC will issue a Stipulation of Not Mandatory Notification.
g. Within a maximum period of 90 (ninety) business days, ICC will Assess the
Notifications made by Business Actors. The analysis used in conducting the
Assessment is as provided for in Article 3 of Government Regulation 5/2010
jo. Article 13 of Regulation of ICC 3/2019.
h. Pursuant to Article 15 of Regulation of ICC 3/2019, Assessment is divided
into 2 (two) stages, namely Initial Assessment and Comprehensive
Assessment.
i. An Initial Assessment is conducted by the work unit that implements the
assessment of Mergers, Consolidations, or Acquisitions. Initial Assessment
is conducted to assess of a Merger, Consolidation, or Acquisition will have
a huge (significant) impact on business competition in the industry, in the
market, and/or will create a Dominant Business Actor in the integrated
market. Based on such initial assessment, the assessment to be conducted
either a simple assessment or a comprehensive one will be known. The
results of this Initial Assessment will be reported in a Coordination Meeting.
j. In the event that a concentration analysis indicates a significant increase in
concentration and/or a dominant Business Actor arises in an integrated
market, consequently, the assessment will proceed to the Comprehensive
Assessment stage.
k. A Comprehensive Assessment is conducted by the Assessment
Commission, consisting of 3 (three) Commission Members at the most as
stipulated in the Commission Meeting.
viii
ix
l. A Comprehensive Assessment is conducted to study Mergers,

Consolidations, or Acquisitions that have a significant impact on business
competition in the industry and/or market by way of the following:
a. analysis of barriers to market entry;
b. analysis of potential anti-competitive behavior;
c. efficiency analysis;
d. bankruptcy analysis; and/or
e. other analyses.
m. In an assessment process, ICC will collect data and information from
various parties such as competitors, consumers, government, and other
parties deemed necessary.
n. ICC issues a Stipulation of Notification with regard to a Notification of
Merger, Consolidation, and Acquisition and is submitted to the relevant
Business Actor and announces it at least on the website of ICC.
o. ICC issues a Stipulation of Notification that contains the opnion of ICC
stating the absence of potential monopolistic practices and/or unfair
business competition in the event that:
(1) The result of analysis of Initial Assessment indicates:
a. the absence of the same relevant market (not overlapping);
b. the absence of an integrated market condition; and
c. the absence of potential tying and/or bundling in conglomerate
transactions.
(2) The result of analysis of Initial Assessment indicates the absence of
products in the same relevant market (not overlapping) where the
transaction is a transaction in a vertically integrated market, but each
Business Actor is not dominant in either in the upstream market or
downstream market.
(3) The result of analysis of Initial Assessment indicates the presence of
products in the same relevant market (overlapping) as the following
values:
a. HHI < 1,500;
b. HHI between 1,500 – 2,500 with a change (delta) of ∆ HHI ≤ 250;
c. HHI > 2,500 with a change (delta) of ∆HHI ≤ 150.
(4) The result of analysis of Comprehensive Assessment indicates the
presence of alleged monopolistic practices and/or unfair business
competition post- the occurrence of transactions.
ix
x
Attachment II
Business Group Chart
x
xi
Attachment III
Consultation Assessment
Procedure Chart
xi
xii
Consultation Assessment Procedures:

a. Business Actors planning to conduct a Merger, Consolidation, or Acquisition
may Consult ICC.
b. Business Actors may conduct Consultations prior to the conduct of the
transactions by filling out the Consultation form to ask for the Opinion of ICC
on the Plan for Merger, Consolidation, or Acquisition.
c. Business Actors file an application for Consultations to ICC on business
days and during the working hours in accordance with the office hours of
ICC.
d. ICC issues a receipt and registration number if the form has been filled out
completely and the supporting documents are complete already. If the forms
and or documents are incomplete, ICC will not accept the Consultations
submitted and all files will be returned to Business Actors.
e. ICC has the right to ask for additional data and/or documents from Business
Actors if required in the assessment process.
f. ICC will clarify and study if the Consultation has met the criteria for
conducting an assessment. The period for clarification and study is 60 (sixty)
business days.
g. In the event that the Consultation meets the criteria of mandatory
Notification, the Consultation will proceed to the Assessment stage. If not
meeting criteria, then ICC will issue a Stipulation of Not Mandatory
Notification.
h. Within a maximum period of 90 (ninety) business days, ICC will Assess the
Consultations conducted by Business Actors. The analysis used in
conducting the Assessment is as provided for in Article 3 of Government
Regulation No. 5/2010 jo. Article 13 of Regulation of ICC No. 3/2019.
i. Sesuai dengan Pasal 15 PerICC No. 3/2019, Penilaian terbagi menjadi 2
(dua) tahap yaitu Penilaian Awal dan Penilaian Menyeluruh i. Pursuant to
Article 15 of Regulation of ICC No. 3/2019, Assessment is divided into 2
(two) stages, namely Initial Assessment and Comprehensive Assessment.
j. Initial Assessment is conducted by a work unit that assesses Mergers,
Consolidations, or Acquisitions. Initial assessment is conducted to assess
Mergers, Consolidations, or Acquisitions that have impacts on business
competition in the industry and/or market through concentration analysis
and/or the arising of a dominant Business Actor in an integrated market. The
results of the initial assessment are reported in a Coordination Meeting.
k. In the event that a concentration analysis shows a significant increase in the
concentration and or the arising of a dominant Business Actor in an
integrated market, the assessment will proceed to the Comprehensive
Assessment stage.
xii
xiii
l. A Comprehensive Assessment is conducted by an Assessment Commission

consisting of a maximum number of 3 (three) Commission Members as
stipulated by Meeting of Commission I.
m. Comprehensive Assessment is conducted to study the impacts of the plan
for Merger, Consolidation, or Acquisition on business competition in industry
and/or market by way of:
(1) market entry barriers analysis;
(2) anti-competitive behavior potential analysis;
(3) efficiency analysis;
(4) bankruptcy analysis; and
(5) other analyses.
n. The Commission will collect data and information from various parties such
as competitors, consumers, government, and other parties deemed
necessary in the assessment process.
o. ICC issues and submits the Consultation Stipulation with regard to the plan
for Merger, Consolidation, and Acquisition to the relevant Business Actor.
p. ICC issues Consultation Stipulations containing the opnions of ICC that
state the absence of alleged monopolistic practices and/or unfair business
competition.
q. ICC issues Consultation Stipulations containing the opinions of ICC that
state the absence of there monopolistic practice potentials and/or unfair
business competition potentials in the event that:
(1) The result of the Initial Assessment analysis indicates:
a. The absence of the same relevant market (not overlapping);
b. The absence of an integrated market condition; and
c. The absence of tying and/or bundling potentials in the
conglomerate transaction.
(2) The result of the Initial Assessment analysis indicates the absence of
products in the same relevant market (not overlapping) where the
transactions are transactions a vertically integrated market, but each
Business Actor is not dominant either in the upstream market or
downstream market.
(3) The result of the initial assessment analysis indicates that there are
products in the same relevant market amounting to:
a. HHI < 1500;
b. HHI between 1500 – 2500 with a change of (delta) ∆HHI ≤ 250;
c. HHI > 2500 with a change of (delta) ∆HHI ≤ 150.
(4) The result of the Comprehensive Assessment analysis indicates that
there are alleged monopolistic practices and/or unfair business
competition following the conduct of the transaction.
xiii
xiv
Attachment IV
Notification Chart with Simple
Assessment
xiv
xv
Remarks:
1. A Business Actor makes a Notification by submitting a Notification Form,
Supporting Documents, Application for Notification with Simple Assessment,
and Transaction Impact Analysis.
2. ICC checks out the completeness of a Notification Form and the supporting
documents. If complete, the Commission will issue a Notification registration
number. If incomplete, all Notification documents will be returned to the
Business Actor to be completed.
3. After issuing a Notification registration number, ICC shall clarify and study
the fulfillment of the Notification with Simple Assessment both based on the
consideration of ICC and the application of the Business Actor.
4. In the event that the criteria of Notification with simple assessment are
fulfilled, the assessment of ICC is conducted within a period of 14 (fourteen)
days.
5. In conducting an Assessment, ICC may:
a. Inquire, ask for data and/or additional documents from Business
Actors;
b. Inquire Experts; and
c. Inquire, ask for data and/or documents from other parties.
6. Stipulation of Notification is issued within a maximum period of 14 (fourteen)
days following the approval of the procedures for Notification with Simple
Assessment by ICC.
7. In the event that the criteria of Notification with Simple Assessment are not
met, ICC will submit a notice of the implementation of the regular Notification
procedures in accordance with Regulation of ICC No.3 Year 2019.
xv
xvi
Attachment V
Merger, Consolidation, or Acquisition
Supervision Chart
xvi
xvii
Attachment VI
Conditional Approval Chart
xvii
xviii
Attachment VII
Non-Mandatory Notification
Stipulation Format
K1 LETTERHEAD
PAPER
REGARDING
CRITERIA OF
MANDATORY
NOTIFICATION
xviii
xix
Attachment VIII
Notification Stipulation Format
K1 LETTERHEAD
PAPER
NOTIFICATION
STIPULATION
NUMBERING
STIPULATION OF NOTIFICATION
LEGAL BASED OF
NOTIFICATION
ASSESMENT
TRANSACTION
REGARDING
CRITERIA OF
MANDATORY
NOTIFICATION
REGARDING THE
RESULT OF
TRANSACTION
IMPACT ANALYSIS
ORDERS OF
STIPULATION OF
NOTIFICATION
xix
xx
Attachment IX
Consultation Stipulation Format
K1 LETTERHEAD
PAPER
ORDERS OF
STIPULATION OF
NOTIFICATION
xx

Guideline-on-Merger-Review-1pkpu Breakdown

Uploaded by

Copyright:

Available Formats

Guideline-on-Merger-Review-1pkpu Breakdown

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Guideline-on-Merger-Review-1pkpu Breakdown

Uploaded by

Copyright:

Available Formats

INDONESIA COMPETITION COMMISSION

GUIDELINES FOR THE ASSESSMENT OF MERGERS, CONSOLIDATIONS, OR

Published and put into effect as from October 6, 2020

CHAPTER Introduction ............................................................................... 1

Figure 2.1. Mergers................................................................................. 6

Attachment I : Chart of Notification Assessment Procedures

to minimize such differences in interpretation. These guidelines apply to all

1.4.1. Mergers, Consolidations, or Acquisitions

provisions of Articles 28 and 29 that regulate merger and consolidation actions

CHAPTER VII Notification with Simple Assessment

a. Share Acquisition, divided into:

Business Business Business

The form of Consolidation is illustrated with an example as follows:

Business Entity A Business Entity B Business Entity A Business Entity B

2.3.4.2. Share Acquisition through Capital Markets

Business Entity X Business Entity Y Business Entity X

Business Entity A Business Entity A

Before Business Entity Y

2.3.5. Acquisition of Share Equivalents

Business Entity X Business Entity Y Business Entity X Business Entity Y

2.3.5.2. Acquisition of Participating Interest

Business Business Business Business Business Business

IDR2,000,000,000.00 (two billion rupiah), but the value of the assets

7. In an Assets Transfer transaction, the calculation of the sales value is

liabilities either from Business Entity A to Business Entity B, or vice

3.2.1.4. Change of Control

c. Business Entity Y acquires 51% of shares of Business Entity B from

3.2.1.5. Joint Venture (JV)

During the Notification, consequently the calculation of the threshold of the

Figure 2.12. (continued)

3.2.1.6. Stipulation of Not Mandatory Notification

2. Business Actor is not obligated to give a Notification in the event of the

ordinary courses of transaction as intended above are:

d. test of another economic impact, if following an Assets Transfer, there is an

4. The form and supporting documents may be submitted physically to the

Value and Calculation of Sales Value herein;

b. audited financial statements for the last 3 (three) years of:

b) Business actors whose shares are acquired and their

1) A Power of Attorney must be attached in the event that the form

2) List of Competitors of the Business Entity conducting Merger.

c. Business Actors that will conduct Acquisition (Prospective Acquiring

the completeness of the Notification Supporting Documents in these Guidelines.

e. Merger, Consolidation, or Acquisition that results in a change of

3.7. Working Hours

5. the implementation of laws and regulations.

n = The identities of the existing Business

assessment stage. Based on the example above, the pre-Merger,

because such Business Entities constantly face competitive pressures with

may be maintained continually with the presence of new Business Actors

c. the existence of independent companies not in agreement with

c. that there are no potentials for a reduction of the level of competition

1. Opinion of ICC stating the absence of alleged monopolistic practices and/or

6.1.1. Forms of Conditional Approval

from the acceptance of the Stipulation of Notification by the Business Actors or

and market concentration, there is no issue of competition or there is no

1. a cover letter to ICC containing an application for Notification with Simple

8.2. Initiative Study

8.5. Sanctions in Law No. 5/1999

8.6. Authorities of ICC