Gojek nears Tokopedia merger ahead of public listing

[SINGAPORE] Indonesia's two most valuable startups, ride-hailing giant Gojek and e-commerce provider Tokopedia, are finalising terms for their merger and aiming to reach an agreement as early as this month, according to people familiar with the matter.

The two companies are discussing a variety of scenarios with the goal of ultimately listing the combined entity in both Jakarta and the US, said the people, asking not to be identified because the negotiations are private. The target valuation in the public markets is between US$35 billion and US$40 billion, one of the people said.

Representatives of Gojek and Tokopedia declined to comment.

The two startups plan to create an Indonesia Internet powerhouse, at the leading edge of businesses from ride-hailing and digital payments to online shopping and delivery. Bloomberg News first reported their merger talks in January.

The latest terms under discussion call for Gojek shareholders to own about 60 per cent of the combined entity while Tokopedia's investors hold 40 per cent, said the people. Regardless of the ratio, both companies are approaching the transaction as a merger of equals, they said.

One of the scenarios being discussed is to combine the two companies before concurrently listing them in Indonesia and the US, one of the people said. Another scenario is to list Tokopedia in Jakarta first, then merge with Gojek before a listing of the combined entity in the US. The companies have yet to decide whether they'd opt to list in the US via a traditional initial public offering or a special purpose acquisition company.

The talks are ongoing and it's possible they take longer or fail to lead to a final agreement.

Gojek had been in discussions with ride-hailing rival Grab Holdings about a possible merger, but those talks dragged on and ultimately collapsed. Among other issues, that deal would likely have faced regulatory opposition since it would combine the two major providers of on-demand rides and delivery services in several South-east Asian markets.

SoftBank Group founder Masayoshi Son, the biggest outside shareholder in Grab, had originally encouraged Grab chief executive officer Anthony Tan to work out a deal with Gojek. But Mr Son has since shifted his support to a Gojek-Tokopedia alliance.

The two Indonesian tech pioneers have common investors, including Google, Temasek Holdings and Sequoia Capital India. Their founders have also been friends since their inception more than 10 years ago.

If the combined Gojek-Tokopedia proceeds with an initial public offering (IPO), it would give global investors another opportunity to bet on one of the world's fastest-growing Internet economies. Shares of Sea Ltd, the only major South-east Asian Internet company listed in the US, climbed almost 400 per cent last year, boosted by the growing popularity of its mobile gaming and online shopping platform.

Tokopedia is also backed by Alibaba Group Holding, which has its own e-commerce unit in the region, Lazada.

Grab has since picked banks for a potential US IPO that could raise at least US$2 billion, people familiar with the matter have said.

BLOOMBERG