M&a in Indonesia

Mergers & Acquisitions

Irfan Habsjah, MBA,CMA – CLASS 1

Topic:

RULES & REGULATIONS REGARDING MERGERS AND AQCUISITIONS IN INDONESIA

Group 1:

Hesty Oktariza (014200900073)

Renate Shafrila D.P (014200900131)

Rista Marliyani (014200900197)

Sabrina (014200900139)

Siti Rachmanita (014200900198)

Date of Submission:

May 18th ,2011

TABLE OF CONTENTS

TABLE OF CONTENTS

1. Form of Business Combinations in Indonesia

2. Statutes and Regulations Governing Business Combinations

3. Governing Law

4. Filing and Fees

5. Information to be Disclosed

6. Disclosure Requirements for Shareholders

7. Duties of Shareholders and Controlling Shareholders

8. Approval and Appraisal Rights

9. Hostile Transactions

10. Break Up Fees – Frustation of Additional Bidders

11. Govermental Influence

12. Conditions Permitted

13. Minority Squezee-Out

14. Cross-Border Transaction

15. Waiting or Notification Period

16. Tax Issues

17. Labour and Employee Benefit

18. Restructuring, Bankcruptcy and Receivership

REFERENCES

Form of Business Combinations in Indonesia

The rules and regulation of business combinations in Indonesia change constantly. Previously, mergers, consolidations and acquisitions were made based on contractual arrangements under the Indonesian civil and commercial codes (which are derived from Dutch law).

Below are an introduction of early history of how the Indonesian’s law regarding business combinations were developed to adjustment and changes.

• (7 March 1995) Law No. 1 of 1995 regarding Limited Liability Companies introduced the concepts of merger, consolidation and acquisition for business combinations.

• (24 February 1998) Government Regulation No. 27 of 1998 regarding Mergers, Consolidations and Acquisition (GR No. 27) further governs more details mergers, consolidations and acquisitions as an implementing regulations.

• (16 August 2007) Law No. 1 of 1995 was replaced by Law No. 40 of 2007 regarding Limited Liability...