Indosat and Tri Officially Announces 85.6 Trillion Rupiah Merger

PT Indosat Ooredoo Tbk (IDX:ISAT) officially announced a merger with PT Hutchison 3 Indonesia (H3I) with an agreed value of $6 billion or 85.6 trillion Rupiah. Through its parent company Ooredoo Group and CK Hutchison, both companies will merge into "Indosat Ooredoo Hutchison".

Currently, Ooredoo Group owns 65% of Indosat Ooredoo shares through Ooredoo Asia. Through this merger, CK Hutchison will acquire 21.8% of Indosat Ooredoo Hutchison. CK Hutchison will also acquire 50% of Ooredoo Asia by exchanging its 21.8% shares in Indosat Ooredoo Hutchison for 33% in Ooredoo Asia.

The Hong Kong-based telecommunications conglomerate will grab an additional 16.7% in the Ooredoo Group for $387 million or IDR 5.5 trillion. Both parties will have a 50% ownership interest in Ooredoo Asia, which will be named Ooredoo Hutchison Asia, and own 65.6% shares and control over Indosat Ooredoo Hutchison.

In terms of post-merger, Indosat Ooredoo Hutchison will remain listed on the Indonesia Stock Exchange (IDX), with the Indonesian government holding 9.6% of the shares, PT Tiga Telekomunikasi Indonesia 10.8% of the shares, and the public about 14% of the shares.

Indosat Ooredoo shareholders recommended Vikram Sinha and Nicky Lee as Chief Executive Officer (CEO) and Chief Financial Officer (CFO) at Indosat Ooredoo Hutchison, respectively. Moreover, Ahmad Al-Neama and Cliff Woo will remain the President Director & CEO of Indosat Ooredoo and CEO of H3I until the merger process is complete.

Aiming for the second place

Considering its scale, financial capabilities, expertise, and network development, Ooredoo Group's Managing Director, Aziz Aluthman Fakhroo targets this consolidation to bring Indosat Ooredoo Hutchison as the second largest telecommunications operator in Indonesia with projected annual revenues of up to $3 billion.

In addition, the merger of the two company assets will directly provide benefits to cost efficiency and capital expenditure. The company estimates that the synergies' annual run rate before tax will reach $300-400 million in the next three to five years.

With the giant business scale owned by the two parent companies, Indosat Ooredoo Hutchison can take advantage of the technology, network, and services owned by the Ooredoo Group and CK Hutchison in the European, Middle East, North Africa and Asia Pacific markets.

"The merger will provide benefits for various functions, including procurement activities. After this consolidation, the Indonesian mobile market is expected to maintain healthy competition. This situation will attract long-term investment for the telecommunications industry," Aziz said in his official statement.

CK Hutchison Holdings' Group Co-Managing Director, Canning Fok also said his team could also expand the network and improve service quality in line with the merger of a larger spectrum that will provide cost efficiency.

“Furthermore, we are looking forward to bringing the most innovative 5G service to Indonesia at the right time. Currently, CK Hutchison has been available in 12 countries, many of which have successfully deployed 5G networks," he said.

Currently, H3I has 10MHz in the 1800MHz band and 15MHz in 2100MHz to serve 39 million subscribers. Meanwhile, Indosat has a spectrum of 2.5MHz (850MHz), 10MHz (900MHz), 20MHz (1800MHz), and 15MHz (2100MHz) to serve 60 million subscribers with 66,313 4G BTS.

Consolidation for efficiency

The corporate action by Indosat Ooredoo and Hutchison adds to the long list of Indonesian telecommunications operators with M&A history within this decade. Previously, the M&A action was taken by PT Mobile-8 Tbk (FREN) annexing PT Smart Telecom and merging into Smartfren. Then, it was followed by PT XL Axiata Tbk (EXCL) which acquired Axis for IDR 8.6 trillion.

The Ministry of Communication and Information (Kominfo) has made attempts to encourage the telecommunications industry to consolidate, both through M&A and network cooperation. This is due to the very tight competition in the telecommunications industry involving many players.

Meanwhile, the telecommunications business is considered investment-intensive as it has to build network infrastructure. In fact, the growth of the telecommunications industry is increasingly stagnant when cellular penetration is above 100%. The Central Statistics Agency (BPS) recorded that cellular card users reached 341.28 million in 2019, or already surpassed the total population of 269.6 million.

According to the Secretary General of the Center for Telecommunication Policy and Regulatory Studies at the Bandung Institute of Technology (ITB) Muhammad Ridwan Effendi, the merger by Indosat Ooredoo and Hutchison 3 Indonesia will provide significant benefits for the telecommunications industry. One thing is because operators can now encourage business efficiency, especially in network development.

"Even though we have to wait for the post-audit results by the Business Competition Supervisory Commission (KPPU), this merger is appropriate as the operator's capital and assets will increase. Hopefully, the community will get even greater benefits from this business merger." He said in a discussion with the DailySocial.id team.

-Original article is in Indonesian, translated by Kristin Siagian