Tuesday, July 13, 2021

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The Indonesia Competition Commission (ICC) will continue overseeing the GoTo Group establishment transaction, a form of business combination engaging Gojek and Tokopedia, the establishment of which was announced on May 17, 2021. It is a well-known fact that the GoTo Group has combined e-commerce service, on-demand service, as well as financial and payment services as well as other services. This business combination is valued as the largest combination of the internet company and media services company in Asia today.

To date, ICC has yet to receive any notice or notification in accordance with the regulations applicable to corporate actions in the form of merger and acquisition in Indonesia. If indeed the establishment of such business combination constitutes the result of a merger, consolidation, or share acquisition transaction, then the transaction must be notified to ICC by no later than 30 (thirty) days following the taking effect of the transaction. If needed, the relaxation of the notification period may also be granted up to 60 (sixty) days, in accordance with Regulation of ICC No. 3 Year 2020 regarding Relaxation of Law Enforcement of Monopolistic Practices and Unfair Business Competition as well as Supervision of the Implementation of Partnership in the context of Supporting the National Economic Recovery Program. For that purpose, ICC calls so that the GoTo Group makes clarification or notification to ICC of the establishment of the business combination.

ICC simultaneously oversees various corporate actions that have implications in business competition, both merger and acquisition actions as well as strategic alliances. Oversight of such business combination uses the studies conducted by ICC in the digital sector as well as the various data and documents owned by ICC deriving from various merger and acquisition notifications conducted by PT. Aplikasi Karya Anak Bangsa (Gojek). Since 2018, the company and its subsidiaries have made notifications to ICC tens of times so that various business activities and business plans of theirs have been already been known. The supervision conducted will focus on the various relevant markets in the GoTo Group ecosystem as well as the potential for monopolistic practices or unfair business competition that may arise post-transaction. As we all know that a transaction in the digital market generally involves a multi-sided market in the internationally applicable practice. In this regard, the market overseen varies adequately and requires a complex network effect analysis.

In principle, ICC supports the creation of competitiveness for every domestic business actor so long as this does not violate the applicable rule in Law No. 5 Year 1999. ICC calls every party to keep paying attention to regulations relating to business competition. ICC opens itself as broadly as possible to business actors and the public who experience or know of any alleged violation of business competition post-establishment of the business combination.