ICC Fines Pon Holdings Bv For Delay Notification Of Dorel Finance US, Inc. Stock Acquisition.

Friday, September 22, 2023

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Jakarta (21/9) – The Indonesia Competition Commission (ICC) imposed a fine on Pon Holdings BV amounting to IDR 1,250,000,000 (one billion two hundred and five hundred and fifty million rupiah) for late notification of the share acquisition transaction carried out on Dorel Finance US, Inc. These sanctions were read out at the Panel Session to Read the Decision on Case Number 12/KPPU-M/2023 concerning Alleged Delay in Notification of the Acquisition of Dorel Finance US, Inc. Shares. which was carried out by Pon Holdings BV today at the ICC Jakarta Office. Acting as the Commission Council in this case, Dr. Guntur Syahputra Saragih, MSM as Chair of the Commission Council, and Yudi Hidayat, SE, M.Sc. and Ukay Karyadi, SE, ME as Member of the Commission Council.

This case started with the acquisition by Pon Holdings BV of shares in Dorel Finance US, Inc. p in 2021. Pon Holdings BV is a financial holding company that has businesses in automotive, bicycles, equipment and power systems, industrial mobility, agricultural services and products and venture capital, Dorel Finance US, Inc. is the holding company for various Dorel Sports subsidiaries in the United States and Europe. The acquisition transaction is legally effective on January 4, 2022. Because this acquisition resulted in the fulfillment of the provisions for transactions requiring notification, Pon Holdings BV must notify the ICC 30 (thirty) days after the transaction is legally effective .

In the process of handling the a quo case, the Commission Council implemented a relaxation of law enforcement in the form of increasing the time for calculating the notification obligation to 60 (sixty) days based on Commission Regulation Number 3 of 2020, so that notification of the takeover of Dorel Finance US, Inc. shares. by Pon Holdings BV ICC adjusted the time period which was originally supposed to be done no later than February 15 2022 to March 31 2022.

Pon Holdings BV is known that they only notified ICC of the share acquisition on April 1 2022. This proves that Pon Holdings BV notification has been late for 31 (thirty one) working days based on Article 29 paragraph (1) of Law Number 5 of 1999 and confirmed in Article 5 paragraph (1) of PP Number 57 of 2010. However, considering the additional time for calculating the notification obligation for implementation of law enforcement relaxation based on ICC Regulation No. 3 of 2020, the delay in notification of the acquisition of shares by Pon Holdings BV in the a quo case is calculated for 1 (one) working day.

Based on these facts, the Commission Council decided that Pon Holdings BV was legally and convincingly proven to have violated Article 29 of Law no. 5 of 1999 in conjunction with Article 5 of Government Regulation Number 57 of 2010, and imposed a fine of Rp. 1,250,000,000 (one billion two hundred and five hundred and fifty million rupiah) which must be deposited into the State Treasury as a state revenue from violations in the field of business competition. Payment of the fine must be paid no later than 30 (thirty) days after the Decision has permanent legal force (inkracht). The Commission Council also ordered Pon Holdings BV to submit a bank guarantee of 20% (twenty percent) of the value of the fine to the ICC no later than 14 (fourteen) days after receiving notification of this Decision, if an objection is filed.

For your information, Case Number 12/KPPU-M/2023 uses a Fast-track Examination system, where the ICC can hold a Commission Council Deliberation and hand down a Decision after the Preliminary Examination stage, without having to go through the Further Examination stage or its extension. The Fast-track Examination was carried out because the Reported Party had been cooperative during the trial process and admitted all the alleged violations submitted.