The acquisition of Uber assets in Indonesia.
JAKARTA – As known, Uber has sold its assets and operations in Southeast Asia (especially Cambodia, Indonesia, Malaysia, Myanmar, Philippines, Singapore, Thailand and Vietnam) to Grab at the end of March 2018. As part of the acquisition, Uber will owns a 27.5 percent stake in Grab and puts the CEO of Uber, as one of the Grab Board of Directors. It was later on April 10, 2018, PT. Uber Indonesia Technology, Uber operator in Indonesia (hereinafter referred to as Uber Indonesia) terminated its application services for Indonesia. However, the application can still be used in other countries with an active Uber service.
Related to this matter, KPPU has submitted a request to PT. Solusi Transportasi Indonesia (Grab operator in Indonesia, hereinafter called Grab Indonesia) on March 28, 2018 to submit an official notification to KPPU. Grab Indonesia then responded conveyed that the transaction was an asset acquisition, and therefore there was no change of control on Uber Indonesia.
KPPU then invited Grab Indonesia on April 16, 2018 and explained about this asset’s transfer. In a meeting held at the KPPU Building in Jakarta, Grab Indonesia Managing Director explained that Uber Indonesia does not have a Southeast Asian office or legal entity, but the office is established in every country where they have their operation. The assets transferred include various equipment, contracts and employees owned, but not those related to information technology and intellectual property rights. These special assets are still owned by Uber Indonesia, which is legally still active. Uber Indonesia, following the asset acquisition becomes a minority shareholder in Grab Holding. While Grab plans to develop their food delivery services, GrabFood, following the acquisition.
KPPU sees that the transaction is purely an asset acquisition and without any transfer of control from Uber Indonesia to Grab Indonesia. The transaction is also not a business combination, since Uber Indonesia’s legal entity is still exists and does not combined to Grab Indonesia. Taking into account such conditions, KPPU concludes that such transactions are not part a merger which needs to be notified to KPPU, since the transaction is beyond the scope of the definition of business combination, consolidation or acquisition rules by the Law No. 5/1999 and Government Regulation No. 57/2010.
Furthermore, to ensure that the acquisition does not lead any special impact, KPPU will conduct an active monitoring on the development of competition and price in the online transportation platform, specifically in preventing the potential of price leadership or price fixing which may increase along with the increasing market concentration in the sector.