In brief
In the latest update of the Indonesian Competition Commission (Komisi Pengawas Persaingan Usaha, “KPPU“) online filing portal, a dual (double) nexus assessment Q&A is now required to be filled in by companies that submit a merger control notification. Although the KPPU has not issued any update to their merger filing guideline, this new questionnaire confirms how the KPPU assesses the dual nexus requirement for offshore transactions.
The dual nexus questionnaire
Through KPPU Regulation No. 3 of 2023 on Merger Filing Procedures, KPPU restates the dual nexus requirement as one of the requirements for an offshore transaction to be notifiable in Indonesia (i.e., both parties of a transaction have businesses in Indonesia). Details of this new regulation have been discussed in our previous client alert.
In a recent update on their online notification portal, KPPU clarifies how they assess the dual nexus requirement. KPPU requires each of the following entities to confirm whether they (i) have assets in Indonesia, (ii) have sales to Indonesia, and/or (iii) are incorporated and domiciled in Indonesia:
- From the side of the acquirer/the surviving company
- The acquirer/the surviving company itself
- Direct and indirect subsidiaries of the acquirer/the surviving company
- The ultimate parent company of the acquirer/the surviving company group
- Direct and indirect subsidiaries of the ultimate parent company of the acquirer/the surviving company group
- From the side of the target/non-surviving company
- The target/merged company itself
- Direct and indirect subsidiaries of the target company/the merged company
The response is to tick “yes” or “no”, and one “yes” response from an entity in each group above will trigger the fulfilment of the dual nexus assessment.
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