This article has been translated by PwC Indonesia as part of our Indonesia Infrastructure News Service. PwC Indonesia has not checked the accuracy of, and accepts no responsibility for the content.
Bisnis Indonesia - Rencana penggabungan usaha: Manuver Salim Group di bisnis jalan tol
28 March 2024
By Stefanus Arief Setiaji
In mid-March 2024, PT Nusantara Infrastructure Tbk provided an additional disclosure to the Indonesian Stock Exchange (IDX) regarding the corporate action plan initiated by the company's controlling shareholder.
In the announcement, PT Metro Pacific Tollways Indonesia Services (MPTIS), which holds 74.65% of the shares of the issuer with the ticker code META, will initiate a voluntary offer. This offer will transition META's status from a public company to a closed company.
In addition to MPTIS, META's shareholders consist of PT Indonesia Infrastructure Finance (IIF), holding 1.45 billion shares, equivalent to 8.19% of the total shares, and the public, holding 2.65 billion shares, representing 14.98% of the total shares.
As the controlling shareholder of META, MPTIS is offering IIF and public shareholders an opportunity to sell their ownership in META. The purchase price offered by Metro Pacific to the shareholders is Rp250 per share.
“The company’s shares that are subject to the voluntary offer reaches 4,104,990,334 shares at an offer price of Rp250 per share,” the prospectus delivered to the authority states.
The 4.1 billion shares are equal to the ownership portion of IIF and public shareholders.
META’s voluntary offer period will last from 19 March to 17 April 2024. All payment process to the shareholders will be carried out on 24 April 2024.
After the offer, MPTIS will be the controller of META with an ownership portion of 97.82%.
In a letter dated 8 January 2024, Metro Pacific Tollways Corp (MPTC), based in the Philippines, assured its capability to provide additional funds for MPTIS to ensure adequate resources for the offer.
META's delisting from the exchange floor is closely tied to its shareholder's policy. However, behind this move lies a significant plan orchestrated by Metro Pacific, a business group affiliated with Salim's First Pacific.
Recently, Metro Pacific Investments Corp held a serious discussion with San Miguel Corp to establish a joint venture in the toll road sector. Metro Pacific Investments and San Miguel are corporations related to Salim Group.
In the disclosure to the stock exchange in the Philippines, San Miguel Corp Corporation Information Officer Ferdinand D. Constantiono stated that his company held a discussion with Metro Pacific Investments Corp on the possibility to establish a joint venture that manages both parties’ toll road business.
However, the time limit to establish the joint venture will follow applicable regulations, so it cannot be ensured when it will be completed.
He said that the company could not estimate when the joint venture would be established by the parties, including its recording.
“The company will make an announcement on the definitive agreement with MPIC on the plan to establish a joint venture in the toll road business [sector],” he stated.
Metro Pacific Investments Corp (MPIC) President and CEO Manual V. Pangilinan hinted that the establishment of the joint venture in the toll road business sector would involve toll roads operating in Indonesia and Vietnam.
In Indonesia, Metro Pacific’s toll roads include Pettarani toll segment in Makassar in South Sulawesi spanning 4.4 km, Makassar Airport Road spanning 11.6 km, Cikampek elevated toll road spanning 38 km, and Jakarta International Airport Toll Road.
Meanwhile, MPIC’s toll roads in Vietnam includes Hanoi Highway spanning 15.7 km, DT741 spanning 49.7 km, and NH1A spanning 45.4 km.
Based on the shareholder structure, the plan to establish the joint venture is not difficult.
San Miguel Corp President and CEO Ramon S. Ang has been appointed as a non-directorate official in the management of Metro Pacific Investments.
Meanwhile, Manuel Pangilinan is also the Director and CEO of First Pacific, a corporation affiliated with Salim Group.
