26 Mar 2014
THIRD AMENDMENT OF KPPU'S GUIDELINES ON MERGERS, CONSOLIDATIONS AND ACQUISITIONS OF SHARES
KPPU has amended again the above mentioned guidelines by issuing KPPU Regulation No. 02 of 2013 (“Regulation 02”) regarding Guidelines for the Implementation of Mergers or Consolidations of Business Entities and Acquisitions of Company Shares Which May Result in Monopoly Practices and Unsound Business Competition. This Regulation 02 replaces the former KPPU Regulation No. 3 of 2012 (“Regulation 3”).
Regulation 02 contain, among others the following new provisions:
- Guideline for interpreting the term “effective date” for mergers, consolidations or acquisitions of shares conducted by business actors which are not a limited liability company. Transactions conducted outside of Indonesia by business actors which fulfill the criteria for mandatory notification to KPPU must be notified to KPPU not later than 30 (thirty) business days as of the date the transaction is deemed to be effective pursuant to the law to which the transaction is subject. Hence this provision gives light to business actors involved in offshore transactions who previously was at a loss as to how to determine the effective date should they fulfill the criteria for mandatory notification to KPPU.
- Additional required documents for submission to KPPU, being (i) business plan of the business actors for the next 3 (three) years upon the effectiveness of the transaction and (ii) data relating to the industry in which the business actors conduct their business.
- Elimination of the requirement (under Regulation 3) to complete the due diligence process before requesting consultation with the KPPU. The respective business actors can now consult with KPPU at any time.
- Minor changes on the provision regarding Conditional Assessment of the existence of monopoly and unsound business practices, among others in the procedure for the submission of the remedies and the type of remedies.
Considering that antitrust law in Indonesia is still in its development stage, it could be expected that KPPU will amend its regulations from time to time accordingly. (By: Maher Asmoro Putro Sasongko)