GoTo: a merger doing a secondary market's job

The situation

Gojek and Tokopedia were, independently, two of Indonesia's most valuable startups — Gojek in ride-hailing and payments, Tokopedia in e-commerce. Both had raised large rounds from a mix of regional and global investors over roughly a decade, and both faced the same structural problem common to Southeast Asian startups at the time: a shallow local IPO market and few clean paths to liquidity for early shareholders.

How the deal worked

In May 2021, the two companies merged to form GoTo, combining their businesses under a single holding structure ahead of a planned dual listing on the Indonesia Stock Exchange and, eventually, the Nasdaq. Mergers of this kind function partly as a secondary event in themselves: shareholders in the acquired or merging entities receive shares (or in some structures, a mix of shares and cash) in the new combined company, which is a step closer to a public listing and therefore a real exit than either standalone private company was. Some early investors and employees used the transaction window to also negotiate direct secondary sales of a portion of their new GoTo shares to investors wanting exposure ahead of the IPO.

The outcome

GoTo listed on the Indonesia Stock Exchange in April 2022, giving all shareholders — including those who had held Gojek or Tokopedia stock for years — a public, liquid market for the first time. The combined entity also became a proof point that regional consolidation can serve the same liquidity function that a deeper secondary market would otherwise need to provide.

What it teaches

In markets where secondary infrastructure and IPO pathways are still developing, M&A and mergers often substitute for a formal secondary market — the mechanism looks different, but the underlying need (converting long-held private equity into something transferable) is the same one driving secondary sales everywhere else.