INDONESIA LAW AND PRACTICE Contributed by: Agus Ahadi Deradjat (Agung), Gustaaf Reerink, Adri Dharma, Karina Widyaputri and Ilma Sulistyani, ABNR Counsellors at Law
textiles, electronics, and processed food. Non- tariff measures like quotas and import licensing are also used in sensitive sectors. Global developments, such as the Regional Comprehensive Economic Partnership (RCEP) which is a free trade agreement (FTA) among 15 Asia-Pacific countries, green trade measures (eg, EU CBAM), and supply chain realignment are influencing Indonesia’s tariff strategy. The country is increasingly using tariffs to promote domestic manufacturing, downstream industries (eg, mining and EV), and import substitution, while maintaining competitiveness under inter - national trade agreements. Note that this information is based on general knowledge available within the firm’s office, and the authors are not customs or tariff specialists. Mergers, consolidations and acquisitions (whether of shares or assets) are subject to post- closing notification if the following criteria are cumulatively met: • the transaction constitutes a merger, consoli - dation, or acquisition that results in a change of control (including a change from sole con - trol to joint control, or vice versa); • the transaction meets the applicable jurisdic - tional thresholds; and • the transaction is carried out between non- affiliated entities. Foreign-to-foreign transactions that satisfy the above criteria may have to be notified if they have a nexus with the Indonesian market. Cur - 6. Competition Law 6.1 Merger Control Notification General Overview
rently, the Indonesian Competition Commission (KPPU) applies a dual-nexus approach, meaning that both undertakings involved in the transac - tion must have assets in, or sales to, Indonesia, either directly or indirectly through affiliates or subsidiaries. Joint ventures are, in principle, subject to Indo - nesian merger control regulations unless they qualify as greenfield joint ventures. For the avoid - ance of doubt, any mergers, consolidations, or acquisitions undertaken by a joint venture after its establishment remain subject to merger con - trol, provided that the above criteria are met. Jurisdictional Thresholds The jurisdictional thresholds for mandatory post- closing notification are: • the combined value of assets in Indone - sia exceeds IDR2.5 trillion (approximately USD152,702,750) or, if all undertakings involved in the transaction are active in the banking sector, IDR20 trillion (approximately USD1,221,622,000); and/or • the combined turnover in Indonesia exceeds IDR5 trillion (approximately USD305,405,058). Of relevance to the calculation are worldwide assets or sales (turnover) in Indonesia of the acquirer and all undertakings (including the target) that, following the acquisition, directly or indirectly control, or are controlled by, the acquirer. This includes the ultimate beneficial owner, which is the highest controller of a group of undertakings that is not controlled by any other undertaking. Accordingly, the Indonesian assets and/or sales include those of: • the acquirer; • the target; • the ultimate parent entity of the acquirer;
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