Maybank's announcement to Bursa Malaysia on the proposed acquisition of up to 100% equity in PT Bank Internasional Indonesia TBK dated 29 July 2008
PROPOSED ACQUISITION OF UP TO 100% EQUITY IN PT BANK INTERNASIONAL INDONESIA TBK (“BII”) PURSUANT TO:
(A) PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN SORAK FINANCIAL HOLDINGS PTE. LTD. (“SORAK”) FOR A TOTAL CASH CONSIDERATION OF APPROXIMATELY INDONESIAN RUPIAH (“RP”)13.9 TRILLION OR THE EQUIVALENT OF APPROXIMATELY RM4.8 BILLION (“PROPOSED ACQUISITION”); AND
(B) TENDER OFFER BY MAYBANK ARISING FROM THE PROPOSED ACQUISITION FOR THE REMAINING EQUITY INTEREST IN BII NOT OWNED BY SORAK AND ANY NEW ORDINARY SHARES IN BII THAT MAY BE ISSUED PURSUANT TO THE EXERCISE OF OPTIONS UNDER BII’S EMPLOYEE SHARE OPTION PLAN TO BE SATISFIED IN CASH (“TENDER OFFER”).
COLLECTIVELY REFERRED TO AS THE “PROPOSAL”
We refer to the announcement dated 22 July 2008 in relation to the Proposal.
On behalf of the Company, Aseambankers Malaysia Berhad wishes to inform that the Company has on 29 July 2008 received a letter from Bank Negara Malaysia (“BNM”) wherein BNM noted that as a result of the recent changes of the new regulation on Take-Over Rule IX H1 by Badan Pengawas Pasar Modal and Lembaga Keuangan (“Bapepam”), Department Keuangan, Republik Indonesia (which was enacted on 30 June 2008) (“New Take-Over Rule”), the Proposal may result in Maybank potentially incurring material losses from selling down of the shares and write-down of investment upon the implementation of the New Take-Over Rule.
In this regard, BNM informed that its approval given under Section 29 of the Banking and Financial Institutions Act 1989 for the Proposed Acquisition via its letter dated 25 March 2008, has been revoked.
Under the New Take-Over Rule, a new controlling shareholder is obliged to divest to public shareholders, a minimum of 20% and at least 300 parties within 2 years after the tender offer is undertaken. Maybank had earlier met with Bapepam for a waiver from complying with the abovementioned ruling to which Bapepam had informed that the waiver will not be considered.
Maybank is seeking legal and financial advice on this latest decision from BNM and will further engage with Fullerton Financial Holdings Pte. Ltd. on the way forward. Any further development will be announced in due course.
This announcement is dated 29 July 2008.