Jakarta (18/06) – Indonesia Competition Commission (KPPU) has issued a Stipulated Approval Decision on the acquisition of PT Tokopedia shares by TikTok Nusantara (SG) Pte. Ltd (TikTok Nusantara). The decision was issued after PT Tokopedia and TikTok Nusantara fully agreed to the conditional approval proposed by the Investigator (“Conditional Approval”) along with its implementation schedule. This was announced by the Commission Panel during the Hearing of Case No. 01/KPPU-M/2025, which was held yesterday (June 17) in Jakarta. The Commission Panel was chaired by Budi Joyo Santoso as Chairman, with Aru Armando and Gopprera Panggabean as members.

Previously, through a comprehensive assessment which results were read out at the Commission Panel Hearing on May 27, 2025, the KPPU Investigator concluded that the acquisition of PT Tokopedia shares by TikTok Nusantara had the potential to result in monopolistic practices and/or unfair business competition. For this reason, the KPPU Investigator proposed several conditions that must be met by TikTok Nusantara and PT Tokopedia. In the subsequent hearing on June 10, 2025, TikTok Nusantara and PT Tokopedia submitted several technical proposals and limited editorial adjustments to certain Conditional Approvals, as well as adjustments to the data submission period.

The KPPU investigator responded by maintaining the conditional approval proposal and conditional approval period as presented at the first hearing on May 27, 2025, citing the need for more intensive monitoring of the rapidly changing dynamics of the e-commerce industry. Given the editorial adjustments and the data submission period from the business entities, the Commission Panel determined that TikTok Nusantara and PT Tokopedia rejected part of the conditional approval proposal and the implementation period of the conditional approval proposal as presented. Therefore, based on the provisions of Article 33 of KPPU Regulation Number 3 of 2023, the Commission Panel scheduled an Examination of Business Actors in the next Commission Panel Hearing to obtain further information from the Business Actors regarding their rejection of the implementation period of the conditional approval.

At yesterday's hearing, KPPU again summoned the two companies. TikTok Nusantara was represented by Wilfred Halim as Global Lead E-Commerce Risk Control and Security. Meanwhile, PT Tokopedia was represented by Melissa Siska Juminto as President Director of Tokopedia and TikTok E-commerce Indonesia. During the hearing, both companies stated their willingness to comply with the Conditional Approval and the Implementation Period of the Conditional Approval as set by the KPPU without any editorial or technical adjustments. The conditions stipulate that both companies must:

1. Ensure that options for payment methods and logistics remain available without being tied to tying and bundling in various forms of promotions, discounts, and similar offers;
2. Not engage in abuse of dominant market power by practicing the following:
   1. engaging in predatory pricing that could harm competitors;
   2. engaging in self-preferencing in platform displays and discriminating against products outside the parties' group;
   3. preventing sellers/merchants from transacting on Tokopedia or TikTok Shop “(Shop | Tokopedia),” either directly or by imposing burdensome conditions on sellers/merchants and consumers;
3. Ensure that TikTok social media provides freedom for TikTok account holders to promote their products available on other e-commerce platforms outside of Tokopedia and TikTok Shop “(Shop | Tokopedia)”;
4. Ensure there is no exploitation of market power through unreasonable price increases (not economically justifiable);
5. Ensure protection for SMEs by providing equal opportunities for SMEs to grow on the TikTok Shop platform “(Shop | Tokopedia)” and Tokopedia.

To ensure compliance with the Conditional Approval, KPPU supervises business actors by requesting each business actor to submit various data to KPPU on a regular basis. In this case, both business actors are required to submit:

1. Quarterly reports for the “Shop” feature (Shop | Tokopedia) covering total revenue from e-commerce activities and its sources; the percentage and/or value of fees charged to sellers and buyers for 5 categories; direct costs and indirect costs in the operational activities of the e-commerce company, growth trends or decline trends based on monthly or quarterly data on direct and indirect costs, for 2 years from the date of the Decision.
2. A complete list of companies providing delivery and payment services that collaborate with Shop | Tokopedia, with updates every six months, for two years from the date of the Regulation's enactment.
3. Agreements with the two largest and two smallest delivery and payment service providers collaborating with Shop | Tokopedia before and after the share acquisition, annually, for two years from the date of the Decision.
4. Agreement documents with 2 SME merchants/sellers and 2 official store merchants on Shop | Tokopedia before and after the share acquisition, annually, for a period of 2 years from the date of the Decision.

With the proposal for Conditional Approval and the Term of Implementation of Conditional Approval, the Commission Panel assessed and concluded that business actors could implement Conditional Approval and the Term of Implementation of Conditional Approval effectively, sufficiently comprehensively, and within a short period of time while still maintaining or restoring fair competition. Supervision of the implementation of the Conditional Approval will be carried out from the date of the Decision until June 17, 2027. With the issuance of the Decision, the Commission Panel terminated the proceedings on the case.

Going forward, if the KPPU finds that the two businesses have not implemented the Conditional Approval and the Implementation Period of the Conditional Approval, then Case No. 01/KPPU-M/2025 will proceed to the Further Examination stage. In this stage, the businesses will face administrative actions in accordance with Law No. 5 of 1999.