INDONESIA LAW AND PRACTICE Contributed by: Agus Ahadi Deradjat (Agung), Gustaaf Reerink, Adri Dharma, Karina Widyaputri and Ilma Sulistyani, ABNR Counsellors at Law
• it either directly or indirectly controls, or is controlled by, that company; • both it and the other company, directly or indirectly, are controlled by the same parent company; or • there is a main principal shareholder relation - ship with the counterparty. The principal shareholder should be a controlling shareholder. “Affiliation” means a relationship of control. 6.2 Merger Control Procedure General Overview Indonesia adopts a post-merger notification sys - tem. A transaction that meets the relevant crite - ria should in principle be notified to the KPPU 30 business days from the date that the transaction becomes legally effective. Notifications must be submitted through the KPPU’s online portal. The portal is only acces - sible for submissions between 9am and 2pm (Western Indonesian Time) on business days, which excludes Saturdays and Sundays, official national holidays and joint leave. If the target is an Indonesian limited liability com - pany, a transaction becomes legally effective: • for a merger, on the date of approval by the Minister of Law (MoL) of the amendment of the Articles of Association; • for a consolidation, on the date of approval by the MoL of the deed of establishment of the new company; • for an acquisition of shares, on the date of notification to the MoL; and • for an acquisition of assets, on the date of the asset transfer.
A transaction involving a target that is a public company becomes legally effective on: • the date on which the public disclosure letter for the transaction is submitted to the Finan - cial Services Authority (OJK) for a merger, consolidation, or acquisition between public companies; or • the final date of payment of shares or other equity securities in the exercise of a rights issuance, merger, consolidation or acquisition carried out by a private company in connec - tion with a public company. The legal effectiveness of foreign-to-foreign transactions is determined based on the clos - ing date in the agreement between the parties or approval from the authorities in the jurisdiction in which the transaction is taking place. If a transaction has more than one date on which the transaction will become legally effective, the final date will apply. The following parties are responsible for a noti - fication filing: • for a merger, the surviving undertaking of the merger; • for a consolidation, the undertaking resulting from the consolidation; • for an acquisition of shares, the undertaking that acquires the shares; and • for an acquisition of assets, the undertaking that acquires the assets. A party may choose to engage in voluntary pre- merger consultation either in writing through the notification portal or verbally. If a party chooses the first option, the procedure is similar to the notification procedure. A consultation will not exempt the party from the obligation to submit
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