ByteDance’s TikTok wants to do more business in Indonesia — Southeast Asia’s biggest e-commerce market. So after facing roadblocks from the regulators, it’s now come up with a new route to get there.

TikTok is putting up $1.5 billion in a new joint venture that will bring Tokopedia, the e-commerce unit of the Indonesian tech giant GoTo, together with TikTok Shop Indonesia, the local division of TikTok’s e-commerce business. TikTok will have a controlling stake of 75.01% in the new entity.

The $1.5 billion is not coming in one investment but will be put into the combined business “over time,” the companies said in a statement today. Initially, it will pay $840 million to take its stake, according to Reuters. GoTo’s stake in the JV as a result of today’s deal is 24.99%, and that will remain fixed, it added.

That joint ownership detail is key: This deal comes on the heels of TikTok coming under the scrutiny of regulators over its wholly owned effort, TikTok Shop Indonesia, which provided online shopping via TikTok’s wildly popular flagship social media app. About two months ago Jakarta banned direct payments for online purchases on social media platforms to protect smaller local merchants and users’ data. TikTok was forced to suspend its e-commerce service on 4 October to comply with the new rule.

This deal has a couple of parts to it that work in reverse to the final outcome. First, Tokopedia will actually acquire TikTok Shop’s Indonesia business for $340 million in the fourth quarter of this year, according to GoTo’s investor note. Second, TikTok will acquire the majority stake in Tokopedia, via the new entity, for $840 million. Third, there will be further money invested, up to $1.5 billion over an unspecified period, to build out the JV further.

There are some forecasted valuations at play, as well as valuations that have been impacted by the regulatory issues. GoTo notes, for example, that TikTok Shop Indonesia “was valued based on a backward looking view of the TikTok Shop Indonesia business under the current environment during the fourth quarter of 2023 and does not reflect the forward looking potential of the combined entity.”

The overall transaction is expected to close in the first quarter of 2024.

Today’s deal is a direct result of TikTok getting scuppered from doing business in Indonesia over the small business rules.

Indonesia has an outsized presence in the e-commerce landscape of Southeast Asia. Its value was estimated between $50 billion and $60 billion in the past year, working out to around around two-thirds of the revenues generated across the region as a whole.

A lot of that e-commerce revenue comes from small and medium businesses selling on marketplaces. TikTok and GoTo are well aware of this fact and are working hard to show respect for it. They noted today that “more than 90 percent of the combined business’s merchants are micro, small and medium enterprises (MSMEs) and the companies will undertake a series of joint initiatives to support them.”

But critically, now TikTok has also conceded that it needs to have an Indonesian partner in the mix when working with them.

The ByteDance-owned short video app launched TikTok Shop Indonesia in 2021 and had around 106 million users in Indonesia as of October, which came in second after the U.S. Indonesia is the third biggest market in Asia, only behind China and India in terms of the number of active social media users at 167 million, with 60.4% of the total population using these platforms.

“Going forward, TikTok, Tokopedia and GoTo will transform Indonesia’s e-commerce sector, creating millions of new job opportunities over the next five years,” the two companies said in a joint statement.

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