Corporate M&A In Indonesia – Structuring

For acquiring/selling non-public or public companies, the process will generally take around three to six months, starting from the term-sheet negotiation stage, continuing with due diligence, share purchase agreement negotiation, conditions fulfilment and closing. The process will generally take twice as long if the acquisition is made through a rights subscription over a public target entity, where a general meeting of shareholders to obtain their approval must be convened.

Mandatory Offer Threshold

There is no mandatory offer threshold applicable to mergers or acquisitions involving non-public companies.

For public companies, a mandatory tender offer (MTO) is generally required following a change of control arising from an acquisition of shares either from an incumbent shareholder or if the change of control arises from the subscription for newly issued shares in a rights offering (unless exempted under certain conditions).