INDONESIA Law and Practice Contributed by: Chandrawati Dewi, Gustaaf Reerink and Bilal Anwari, ABNR Counsellors at Law
• the transaction supports the development of micro, small and medium enterprises; • inability to pay or force majeure; or • pursuant to a specific government policy. These considerations are to be further elabo - rated in a KPPU regulation, subject to prior approval from the Minister of Finance. The KPPU requires the notifying party to pay the maximum notification fee of IDR150 million before filing. The KPPU will refund excess pay - ment after the notification is deemed properly submitted by the KPPU. 3.4 Parties Responsible for Filing The responsibility for the notification filing lies with the following parties: • in a merger – the surviving undertaking of the merger transaction; • in a consolidation – the newly formed under - taking resulting from the consolidation trans - action; • in a share acquisition – the undertaking that acquires the shares; and • in an asset acquisition – the undertaking that acquires the assets. 3.5 Information Included in a Filing A filing would involve filling out an online noti - fication form and submitting supporting docu - mentation. A high level of detail is required. The notification form requires information on: • the corporate details of the transacting par - ties, including the shareholders and man - agement composition before and after the transaction; • the Indonesian sales and assets value of the transacting parties and their relevant affiliates or subsidiaries;
• the product details of the parties, including descriptions and market share in Indonesia; and • a list of competitors, customers and suppliers of the parties involved in the transaction, as well as their respective market, purchase and supply shares. All required information (including the list of competitors, customers and suppliers) must be filled out, even if the parties have no overlapping market share. As for the supporting documents, the KPPU requires the following: • transaction documents and government approval evidencing the transaction is legally effective; • corporate documents of the transacting par - ties; • audited financial statements of the parties involved in the transaction; • a company profile of the transacting parties, including their shareholders and management composition, product description and market - ing coverage; • a business plan prepared by the management of the notifying party, containing an industry analysis and the management strategy for the next three to five years; • an economic impact analysis, including the market share of the parties involved in the transaction, the affected market, and benefits of the transaction; • a summary of the transaction, including the description of the transaction, the legal effec - tive date, the transaction value and list of relevant transaction documents; and • a pre- and post-transaction group scheme.
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