INDONESIA Law and Practice Contributed by: Melissa Butarbutar, Ken Prasadtyo, Kevin Yehezkiel and Cindy Caroline, TnP Law Firm
7. Disclosure 7.1 Making a Bid Public
prospective new controller. After the voluntary tender offer statement is declared effective by the OJK, the prospective new controller must announce any amendment and/or additions to
While this applies only to public companies, the time at which a bid becomes public depends on the type of tender offer, as follows. Mandatory Tender Offer In a mandatory tender offer, a potential bid becomes public when the offeror announces the completion of the acquisition and the change of control of the public company to the OJK and the public, but the intention to carry out a man - datory tender offer subsequent to the change of control has not yet been explicitly announced. Later on, a bid becomes public when the offeror declares the intention to purchase the minority stakes of the public company through a manda - tory tender offer statement, under a condition that the mandatory tender offer statement has been declared effective by the OJK, meaning the OJK has no objections to the tender offer. However, as elaborated above, in some cases, the prospective new controller may announce the ongoing negotiation with the seller indicat - ing the potential change of control in the public (target) company. As a result, this announcement could lead the public to anticipate a mandatory tender offer for the public company. Voluntary Tender Offer While the procedure for a voluntary tender offer differs from that for a mandatory tender offer, the bid becomes public when the prospective new controller announces the voluntary tender offer statement to the public. For the avoidance of doubt, this voluntary tender offer statement must include a statement indicating that the vol - untary tender offer statement has not yet been declared effective by the OJK; hence, the public can anticipate the upcoming tender offer by the
the voluntary tender offer statement. 7.2 Type of Disclosure Required
For both private and public companies, the issu - ance of shares must be approved by the general meeting of shareholders. If the issuance of new shares is intended to effect a change of control of a company, the prospective controller must, prior to subscribing to the new shares, announce the proposed acquisition in a daily Indonesian newspaper with national circulation, as detailed above. 7.3 Producing Financial Statements In general, there is no specific requirement for bidders to disclose their financial statements in their disclosure documents. However, it depends on the industry of the target company, as the authorities of some industries may require the prospective controller of a target company to submit their financial statements prior to acquir - ing the target company. In that case, the finan - cial statements must adhere to the prevailing accounting standards in the prospective con - troller’s jurisdiction. If the prospective control - ler is an Indonesian company, then the financial statements need to be prepared according to the Indonesian Generally Accepted Accounting Standards (GAAP). 7.4 Transaction Documents The disclosure of transaction documents is not required if the transaction involves a private company. On the other hand, the disclosure of transac - tion documents in the case of an acquisition of a public company depends on the specific situa -
868 CHAMBERS.COM
Powered by FlippingBook