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WHAT IS ACQUISTION?
Legal Basis of Acquisition
1. Law No. 40 of 2007 regarding Company Law (Article 125);
2. Government Regulation No. 27 of 1998 regarding Mergers,
Consolidations and Acquisition (24 February 1998) (Article 26-33);
3. Government Regulation No. 43 of 2005 regarding Merger,
Consolidation, Acquisition and Change of Form of State-owned
Enterprises (25 October 2005) (Article 33);
4. Bank Indonesia Board of Directors Decision No. 32/50/KEP/DIR
regarding Procedures and Requirements for Purchasing Commercial
Bank Shares (14 May 1999);
5. Bank Indonesia Regulation No. 5/25/PBI/2003 regarding the Fit and
Proper Test (11 November 2003);
6. Bapepam regulation IX.H.1 regarding Acquisition of Public Company
(Article 3);
7. Law No. 5 of 1999 regarding Prohibition of Monopolistic Practices and
Unfair Business Competition (Article 29);
8. Government Regulation No.57/2010 regarding Merger or Consolidation
and Acquisition of a Company’ Shares That Caused Monopolistic and
Unfair Competition
DEFINITION
• The Purchase of one company by another in order to fulfill
particular strategic goals related to revenues, market share,
product/service offerings, or competition. An Acquisition may be
structured as a stock acquisition , where the acquiring company
offers investor in the target company a specific price for their
common stock or an asset acquisition, where the acquiring
company offers to buy a portion or majority of the target
company (Blacks law Dictionary 2nd Edition)
Definition of Acquisition
• 50+1 %;
• Existing shareholders or new shares;
Change of Control as the Result of
Acquisition
BEFORE
Authorized Capital : 20.000 shares
PT. X Issued and Paid Up Capital : 10.000 shares
PT. A
2000 shares (20%)
PT. B
2000 shares (20%)
Acquisition by
PT. C the Company
PT. D
6000 shares (60%)
Change of Control as the Result of
Acquisition
AFTER
Authorized Capital : 20.000 shares
PT. X Issued and Paid Up Capital : 10.000 shares
PT. A
2000 shares (20%)
PT. B
Existing Shareholder
3000 shares (30%)
PT. D
6000 shares (60%)
Change of Control from the Portfolio Shares
as the Result of Acquisition
BEFORE AFTER
Authorized Capital : 20.000 shares Authorized Capital : 20.000 shares
PT. X Issued & Paid Up Capital : 10.000 shares
PT. X Issued & Paid Up Capital : 15.000 shares
PT. A
PT. A
2000 shares
2000 shares (20%)
(13,3%)
PT. B PT. B
3000 shares (30%) 3000 shares (20%)
PT. C PT. C
5000 shares (50%) 10.000 shares
(66,67%)
Purpose of Acquisition
Business perspective:
To make a Holding Company (Structuring);
For IPO (structuring);
To buy a company that is not running well in recent business;
To sell a very healthy company;
To buy the good asset of the company., i.e land
Impact With Other Regulations
4. Signing of Sale Purchase • Approval Letter from spouse Notary for the Deed 2 (two)
Agreement (“SPA”) consent of existing working days
shareholders
• GMS of the Company
• Copy of identity card or
Passport of the new BOD &
BOC;
• Copy of identity card of
existing shareholders and
spouse consent;
• Copy of AoA of the new
shareholders.
No Actions Document Required Authorized Person Time
5. Submit application to • Articles of Association of the Notary
Minister of Law and Human Company;
Rights (“MoLHR”) for • Tax Registration Number
approvals and (NPWP) of the Company;
acknowledgement of GMS • Certificate of Domicile of the
agenda Company (SKDP)
Effective Date of the Acquistion
(Article 32 GR No. 27 of 1998)
1. If the acquisition of the company is conducted by amending the
Articles of Association as referred to in Company Law, the
acquisition shall prevail from the approval date of the Articles of
Association by the Minister.
2. If the acquisition of the company is conducted accompanied by
changes in the Articles of Association which does not require
approval of the Minister, then the acquisition shall prevail since
the receipt for the notification of the amendment to the Articles
of Association is issued by the Minister.
3. If the acquisition of the company did not result in a change of
Articles of Association, then the acquisition shall prevail since
signing the Deed of Acquisition.
THANK YOU
Setiarto & Pangestu
2nd Floor, Zona A, Unit 2
Jl. H.R Rasuna Said Kav.B-6
Jakarta Selatan 12910
www. snp-lawfirm.co.id
maria@snp-lawfirm.co.id