Mergers and acquisitions occur when the ownership of companies, other business organizations, or their operating units are transferred or consolidated with other entities. A merger occurs when two separate entities combine forces to create a new, joint organisation. Meanwhile, an acquisition refers to the takeover of one entity by another. Mergers and acquisitions may be completed to expand a company’s reach or gain market share in an attempt to create shareholder value. (Source: Investopedia)
According to Global Legal Insights the majority of Merger & Acquisition (M&A) deals in Indonesia are led by foreign investors, which should come as no surprise as Indonesia continues to improve the ease of doing business for Foreign Direct Investment. But the domestic market is also worth looking at. Using data from Statista, InCorp Asia are reporting that USD 2.3 billion changed hands in 2020 and 2022 could break the all-time high of USD 4.6 billion set in 2016 for domestic mergers and acquisitions.
The technology, media, and telecom (TMT) sectors are the shining stars in the merger and acquisition space in Indonesia — startups are hungry for venture capital to foster growth, with notable success stories being Traveloka, Tokopedia, and Gojek. Within the traditional business sectors, logistics, banking, and finance are all seeing merger and acquisition deals taking place at a growing rate.
Foreign investments in Indonesia have to be done through a PT PMA (PT Penanaman Modal Asing) which is an Indonesian version of a Limited Liability Company. There are however, some restrictions as to what industries and sectors foreigners can invest in, which are outlined in something called the Positive Investment List.
Positive Investment List
Indonesia has recently changed its Negative Investment List to a Positive Investment List, underscoring the government’s intention to attract more investment by identifying and clarifying those business sectors open for investment. There are 245 business fields in the Priority Sector, 89 business fields in Designated Business or Partnership with Cooperatives and Micro, Small, and Medium Enterprises (MSMEs); and 46 business fields in the Businesses Subject to Certain Requirements or Limitations. There are 6 sectors closed or restricted to investment from both domestic and foreign entities.
Based on Indonesia’s Company Law, here are the most preferred types of M&A transactions we can assist with.
Merger In Indonesia
All assets and liabilities are legally transferred to the acquired entity. The remaining firms are legally liquidated.
Consolidation In Indonesia
All entities are legally liquidated, all assets and liabilities are legally transferred to a newly formed entity
Share or Asset Acquisition In Indonesia
A legal entity acquires shares of assets in a company resulting in a change of control in the acquired entity. There are strict proceeds under the Indonesian Company Law such as Public acquisition announcement, Sale and purchase agreement, and Deed of transfer, to name a few.
*At this point, it is important to note, M&A-related regulations vary between sectors and could either take precedence or complement existing general M&A laws and regulations.
Mergers in Indonesia will need you to have:
Acquisitions in Indonesia will need you to have:
Ridwan is one of Indonesia’s top executives with a long and illustrious career in the financial world. He holds several professional certifications including being a Certified Business Valuer (CBV) issued by the Australian Academy of Finance and Management; Broker-Dealer Representative (WPPE); and The Directorship Certification for Directors and Commissioners, issued by the Indonesian Institute of Commissioners and Directors.
His experience includes being the Managing Director at one of the top investment banking groups in the region, the Recapital Group, the CFO at State-owned enterprises in fishery industry and the CEO at Tanri Abeng & Son Holding. He’s also been an Independent Commissioner in several Financial Service companies and on the Audit and Risk Committee at Bank BTPN Tbk, Berau Coal Energy Tbk, Aetra Air Jakarta as well as working for Citibank, Bank Mandiri and HSBC. His last position was as CFO at PT Citra Putra Mandiri – OSO Group.
Ridwan has won a number of prestigious awards including the Best CFO Awards 2019 (Institute of Certified Management Accountant Australia-Indonesia); Asia Pacific Young Business Leader awarded by Asia 21 Network New York USA (Tokyo 2008); UK Alumni Business Awards 2008 awarded by the British Council; and The Most Inspiring Human Resources Practitioners’ version of Human Capital Magazine 2010.
He’s a member of the Board of Trustees of the Alumni Association of the Faculty of Law, Trisakti University, Co-Founder of the Paramadina Public Policy Institute and actively writes books, publications and articles in the mass media. He co-authored “Korupsi Mengorupsi Indonesia” in 2009, which helps those with an interest in understanding governance in Indonesia and the critical issue of corruption. Ridwan speaks Indonesian and English.
Per is the Managing Director of the Seven Stones Indonesia (SSI) Jakarta office and has more than 25-years’ experience in Indonesia, China, and Western Europe. He previously worked in senior management positions with Q-Free ASA, Siemens AG, and other companies in the telecom sector. Over the last six years, he has been the Chairman of the Indonesia-Norway Business Council (INBC) and recently become elected to be on the board of EuroCham Indonesia.
His most recent experience is within Intelligent Transport Solutions (ITS), Telecom, and other sectors within the Indonesian market. He is today through his position in SSI and by representing Norway Connect, promoting Nordic and European companies that would like to explore business opportunities in the Indonesian market. He’s also playing an active role to help create the Nordic House concept in Jakarta that will provide an excellent platform for Nordic companies entering Indonesia, where they’ll find a community that can offer support with trusted information and affordable services to enter this market.
Andrzej is Co-owner/ Founder and Director of Seven Stones Indonesia. He was born in the UK to Polish parents and has been living in Indonesia for more than 33-years. He is a skilled writer, trainer and marketer with a deep understanding of Indonesia and its many cultures after spending many years travelling across the archipelago from North Sumatra to Irian Jaya.
His experience covers Marketing, Branding, Advertising, Publishing, Real Estate and Training for 5-Star Hotels and Resorts in Bali and Jakarta, which has given him a passion for the customer experience. He’s a published author and a regular contributor to local and regional publications. His interests include conservation, eco-conscious initiatives, spirituality and motorcycles. Andrzej speaks English and Indonesian.
Terje is from Norway and has been living in Indonesia for over 20-years. He first came to Indonesia as a child and after earning his degree in Business Administration from the University of Agder in Norway, he moved to Indonesia in 1993, where he has worked in leading positions in education and the fitness/ wellness industries all over Indonesia including Jakarta, Banjarmasin, Medan and Bali.
He was Co-owner and CEO of the Paradise Property Group for 10-years and led the company to great success. He is now Co-owner/ Founder and Director of Seven Stones Indonesia offering market entry services for foreign investors, legal advice, sourcing of investments and in particular real estate investments. He has a soft spot for eco-friendly and socially sustainable projects and investments, while his personal business strengths are in property law, tourism trends, macroeconomics, Indonesian government and regulations. His personal interests are in sport, adventure, history and spiritual experiences.
Terje’s leadership, drive and knowledge are recognised across many industries and his unrivalled network of high level contacts in government and business spans the globe. He believes you do good and do well but always in that order. Terje speaks English, Indonesian and Norwegian.