Acquisition of Public Company
There are four Bapepam that must be considered prior to performing the acquisition of a public company, namely:
1. Bapepam Regulation No. IX.E.1 on Conflicts of Interest in Certain Transactions
2. Bapepam NO. IX.E.2 about Transakis and Changes in Core Business
3. Bapepam No.IX.H.1 takeover of the Public Company
4. Bapepam No.XK1 of Information that must be made Public.
When will completed acquisitions, then that should be considered is the approval of the Independent AGM. Provisions refer to Bapepam Regulation No. IX.E.1 on Conflicts of Interest in Certain Transactions. The agreement is intended to protect independent shareholders so that they can reject a transaction conflict of interest.
In addition, the company as the new controller is required to conduct a tender offer to purchase all the remaining shares of public companies that have been acquired. Mandatory tender offer is intended that public shareholders who disagree company taken over have the opportunity to sell their shares.
The exercise price of the tender offer refers to item 12 Bapepam No.IX.H.1 takeover of public company, namely:
1. In the case of Takeover performed directly on public company shares are not listed and are not traded on the Stock Exchange, the exercise price of the tender offer price of at least Takeover has been done, or at least at a reasonable price set by the Assessor. This price should be taken highest price
2. In the case of Takeover carried out directly on the Public Company shares are listed and traded on the Stock Exchange, but for 90 (ninety) days or more prior to the announcement referred to in item 2 letter a or prior to the announcement of the negotiations referred to in item 7, are not traded on Stock Exchange or temporarily suspended trading by the Stock Exchange, the exercise price of the tender offer is at least as big as the average price of the highest daily trading price on the Stock Exchange within 12 (twelve) months counting backwards from the last trading day or days suspended while trade, or takeover price that has been done. This price should be taken highest price
3. In the case of Takeover carried out directly on the Public Company shares are listed and traded on the Stock Exchange, the exercise price of the Tender Offer at least as big as the average price of the highest daily trading price on the Stock Exchange for 90 (ninety) days prior to the announcement referred to in item 2 letter a or prior to the announcement of the negotiations referred to in item 7, or a takeover price that has been done. This price should be chosen higher prices
4. In the case of Takeover indirectly on public company shares are not listed and are not traded on the Stock Exchange, the exercise price of the Tender Offer at least equal to the fair price set by the Assessor
5. In the case of Takeover done indirectly on the Public Company shares are listed and traded on the Stock Exchange, but for 90 (ninety) days or more prior to the announcement referred to in item 2 letter a or prior to the announcement of the negotiations referred to in item 7, not traded on the Stock Exchange or temporarily suspended trading by the Stock Exchange, the exercise price of the Tender Offer at least as big as the average price of the highest daily trading price on the Stock Exchange within 12 (twelve) months counting backwards from the last trading day or days suspended while trade
6. In the case of Takeover done indirectly on the Public Company shares are listed and traded on the Stock Exchange, the exercise price of the tender offer price at least equal to the average of the highest daily trading price on the Stock Exchange for 90 (ninety) days prior to the announcement referred to in item 2 letter a or prior to the announcement of the negotiations referred to in item 7.
So far as we know. May be useful.
There are four Bapepam that must be considered prior to performing the acquisition of a public company, namely:
1. Bapepam Regulation No. IX.E.1 on Conflicts of Interest in Certain Transactions
2. Bapepam NO. IX.E.2 about Transakis and Changes in Core Business
3. Bapepam No.IX.H.1 takeover of the Public Company
4. Bapepam No.XK1 of Information that must be made Public.
When will completed acquisitions, then that should be considered is the approval of the Independent AGM. Provisions refer to Bapepam Regulation No. IX.E.1 on Conflicts of Interest in Certain Transactions. The agreement is intended to protect independent shareholders so that they can reject a transaction conflict of interest.
In addition, the company as the new controller is required to conduct a tender offer to purchase all the remaining shares of public companies that have been acquired. Mandatory tender offer is intended that public shareholders who disagree company taken over have the opportunity to sell their shares.
The exercise price of the tender offer refers to item 12 Bapepam No.IX.H.1 takeover of public company, namely:
1. In the case of Takeover performed directly on public company shares are not listed and are not traded on the Stock Exchange, the exercise price of the tender offer price of at least Takeover has been done, or at least at a reasonable price set by the Assessor. This price should be taken highest price
2. In the case of Takeover carried out directly on the Public Company shares are listed and traded on the Stock Exchange, but for 90 (ninety) days or more prior to the announcement referred to in item 2 letter a or prior to the announcement of the negotiations referred to in item 7, are not traded on Stock Exchange or temporarily suspended trading by the Stock Exchange, the exercise price of the tender offer is at least as big as the average price of the highest daily trading price on the Stock Exchange within 12 (twelve) months counting backwards from the last trading day or days suspended while trade, or takeover price that has been done. This price should be taken highest price
3. In the case of Takeover carried out directly on the Public Company shares are listed and traded on the Stock Exchange, the exercise price of the Tender Offer at least as big as the average price of the highest daily trading price on the Stock Exchange for 90 (ninety) days prior to the announcement referred to in item 2 letter a or prior to the announcement of the negotiations referred to in item 7, or a takeover price that has been done. This price should be chosen higher prices
4. In the case of Takeover indirectly on public company shares are not listed and are not traded on the Stock Exchange, the exercise price of the Tender Offer at least equal to the fair price set by the Assessor
5. In the case of Takeover done indirectly on the Public Company shares are listed and traded on the Stock Exchange, but for 90 (ninety) days or more prior to the announcement referred to in item 2 letter a or prior to the announcement of the negotiations referred to in item 7, not traded on the Stock Exchange or temporarily suspended trading by the Stock Exchange, the exercise price of the Tender Offer at least as big as the average price of the highest daily trading price on the Stock Exchange within 12 (twelve) months counting backwards from the last trading day or days suspended while trade
6. In the case of Takeover done indirectly on the Public Company shares are listed and traded on the Stock Exchange, the exercise price of the tender offer price at least equal to the average of the highest daily trading price on the Stock Exchange for 90 (ninety) days prior to the announcement referred to in item 2 letter a or prior to the announcement of the negotiations referred to in item 7.
So far as we know. May be useful.
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