INDONESIA Law and Practice Contributed by: Melissa Butarbutar, Ken Prasadtyo, Kevin Yehezkiel and Cindy Caroline, TnP Law Firm
Tok Shop and Tokopedia, finalised their merger transaction, which had been progressing since 2023, aimed at forming a strategic partnership. In the coming years, we anticipate the merger of XL Axiata and Smartfren, two prominent players in the telecommunications sector, with the deal estimated to be worth USD6.5 billion. Energy and Mineral Resources As one of the prominent industries in Indone - sia, the dynamics of the energy and mineral resources industry have remained consistent over the past few years. In 2024, there were at least three M&A transactions within this industry. One of these was the acquisition of PT Petrosea Tbk by PT Petrindo Jaya Kreasi Tbk’s subsidi - ary, which also played a vital role in the develop - ment of Indonesia’s capital markets ecosystem. At the state-owned enterprise end, PT Mineral Industri Indonesia (Persero) acquired a control - ling stake in PT Vale Indonesia Tbk. Further, one of the key players in the renewable energy sec - tor, conglomerate group Barito Group, has also undertaken several corporate actions through its subsidiaries. One example is the acquisition of Sidrap’s wind power plant by PT Chandra Asri Pacific Tbk and PT Barito Renewables Energy Tbk. Healthcare and Pharmaceuticals Companies within healthcare and pharmaceuti - cal sectors have also become predominant in Indonesia’s M&A market. In 2024, Sight Invest - ment Company Pte Ltd acquired Siloam Hospi - tals, a healthcare facility owned by the Indone - sian conglomerate group Lippo Group, through a voluntary tender offer. Additionally, two phar - maceutical companies completed their acqui - sitions: PT Diagnos Laboratorium Utama Tbk acquired a Singaporean artificial intelligence- based DNA company, Asa Ren Pte Ltd, and PT Pyridam Farma Tbk acquired an Australian med -
icine production company, Probiotec Limited, through its subsidiary PYFA Australia Pty Ltd.
2. Overview of Regulatory Field 2.1 Acquiring a Company In practice, there are two types of acquisitions in Indonesia, namely, share acquisitions and asset acquisitions. Share Acquisitions Share acquisitions are mainly governed by Law No. 40 of 2007 on Limited Liability Companies, as amended by Law No. 6 of 2023 on the Rati - fication of the Government Regulation in Lieu of Law No. 2 of 2022 on Job Creation into Law ( “Company Law” ). Under the Company Law, share acquisitions can be carried out either directly by purchasing shares from the existing shareholders or indirectly by subscribing new shares issued by the company’s board of direc - tors. For direct acquisitions by way of purchas - ing shares from the existing shareholders, the transactions are set out in a sale and purchase agreement, while for indirect acquisitions by way of subscribing newly issued shares in the company, the transactions are set out in a sale subscription agreement. Asset Acquisitions Unlike share acquisitions, there is no specific regulation in Indonesia that governs asset acqui - sitions. Nonetheless, these practices are popu - lar among individuals or business entities that intend to acquire only specific business units or assets of the target companies. The objects of transactions may vary from tangible assets to intangible assets. Generally, asset acquisitions are formalised through a sale and purchase agreement, fol -
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