Jakarta’s golden share in Grab-GoTo deal signals state tightening oversight of critical tech assets

[JAKARTA] Indonesia’s plan to take a share in the Grab-GoTo mega-merger would place the state at the nerve centre of South-east Asia’s most influential digital platforms, with potential veto rights.

Analysts said that this push, channelled through the sovereign wealth fund Danantara, could signal Jakarta’s intent for tighter government control over critical tech assets, particularly platforms that millions depend on each day for ride-hailing, food delivery, payments, logistics and e-commerce.

This also reflects a broader global shift towards stronger state oversight of strategic digital assets, said Edward Gustely, co-founder and managing director of Penida Capital Advisors.

He cited the Nippon Steel-US Steel deal, in which Washington secured special veto rights to protect domestic industrial interests.

“A similar case can be made for Danantara’s golden share in a merged GoTo-Grab entity,” Gustely said. “It ensures Indonesia has a say over corporate actions that affect national security interests, such as dependence on foreign technology and capital allocators underwriting the digital economy.”

On Nov 7, Indonesia’s State Secretary Prasetyo Hadi confirmed Danantara’s involvement in the proposed merger between GoTo Gojek Tokopedia, Indonesia’s largest publicly listed tech company, and Singapore-based Grab Holdings.

Following that, media reports citing sources said the state fund may take a golden share in the combined entity.

In response to recent media speculation, GoTo clarified in mid-November that “as of now, no decision or agreement has been made in relation to the matter”.

Gustely said Danantara’s presence in the merged entity could give the sovereign wealth fund valuable insight as the government drafts new regulations affecting digital services, consumer data, fintech and competition.

“Danantara’s involvement places it ‘inside the tent’ at a pivotal moment,” he said, noting that the fund would be in a stronger position to anticipate regulatory shifts that could affect regional competitors or alter the competitive landscape.

Professor Lawrence Loh of the NUS Business School said Danantara’s golden share would underpin Indonesia’s national interest at a time when digital platforms have become deeply embedded in everyday life.

From the perspective of Grab and GoTo, Loh said, Danantara’s involvement could smooth regulatory interactions and provide an “in-built channel for continual communication and policy alignment” with the government, reducing operational uncertainty in a sector often shaped by shifting policy signals.

“In essence, the Grab-GoTo merger with Danantara’s inclusion is a strategic win-win balance of business interests and government priorities,” he said.

Macquarie Capital said GoTo’s lower valuation relative to Grab leaves room for a potential deal premium should merger talks progress.

GoTo has seen a persistent decline in its share price, which is now roughly 80 per cent lower than its initial public offering value. Investors currently value GoTo at 2.2 times its expected 2026 sales, compared with 4.5 times for Grab.

The company’s analysts suggested the deal makes sense, and as GoTo’s financials improve, its likelihood increases.

“We believe that a combination will benefit its key shareholder SoftBank Group, as gains in Grab can offset losses in GoTo,” Macquarie said.

Monopoly concern

The renewed merger plans have raised monopoly concerns, as the deal would combine the region’s two dominant ride-hailing and food-delivery companies. Data analytics firm Euromonitor International estimates that a combined entity would command more than 91 per cent market share in Indonesia and 90 per cent in Singapore.

Euromonitor noted that the merger would further consolidate South-east Asia’s ride-hailing market, creating a dominant player with about 85 per cent of the region’s US$8 billion gross merchandise value.

Ditha Wiradiputra, executive director of the Institute for Competition and Business Policy Studies at the University of Indonesia’s Faculty of Law, cautioned that while the government aims to strengthen worker protections, the merger risks tilting the balance in the opposite direction, potentially limiting driver options and reducing their bargaining power.

“Many drivers currently operate on both platforms to maximise their income. If the merger happens, that opportunity disappears because only one platform will remain,” he said.

Wiradiputra added that with fewer players in the market, companies may have less incentive to maintain bonuses or attractive reward schemes, and cautioned that the merger could edge the sector towards monopoly in online transportation and logistics.

Meanwhile, Indonesia’s anti-monopoly agency said it has not yet held any official meetings on the merger. In response to a query from The Business Times, a spokesperson said the agency is still reviewing the legal implications of potential market dominance.

“The commission would need to examine market conduct to determine whether any abuse of dominance occurs,” the spokesperson said.

The Competition and Consumer Commission of Singapore said it has not received any notification from Grab or GoTo on any proposed merger, but said it remains open to engaging the parties.

Amid the merger talks, the Indonesian government is also preparing a presidential regulation that would grant benefits to active drivers, including access to health insurance.

The long-awaited regulation is expected to clarify the contentious employment status of ride-hailing drivers, who are currently treated as independent contractors.

Officials argue that the merger, combined with the new regulatory framework, could strengthen protections for drivers rather than undermine them.

Pressure from gig workers

The rumoured merger comes as President Prabowo Subianto seeks to exert greater influence over the ride-hailing sector, a politically sensitive industry employing an estimated seven million drivers and forming one of Indonesia’s largest informal workforces.

Drivers have become increasingly vocal in recent years, staging protests demanding better working conditions and a reduction in platform commission fees, which currently stand at around 20 per cent.

In May, driver groups called for the rate to be halved to 10 per cent. These protests have continued intermittently, putting pressure on the new administration to act.

Prabowo, meanwhile, has been steadily positioning himself as a champion of workers’ rights. In May, he signalled openness to abolishing outsourcing, and his rhetoric has taken a more pro-labour tone following the anti-government demonstrations that flared from late August to early September.

Raden Igun Wicaksono, chairman of the drivers’ association within the Garda Indonesia union, expressed cautious optimism about Danantara’s potential role in the merger.

He noted that the involvement of a state-backed institution could serve as a positive force for improving drivers’ welfare.

“We’ve been pushing for better welfare for years,” he said. “Even if the merger leads to a monopoly, it isn’t necessarily a bad thing, if it ultimately improves drivers’ welfare, we would fully support it.”