Business Context and Reporting Period
This Form 6-K filing by Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk (Telkom) was submitted on July 6, 2009. The document serves as a disclosure of an affiliate transaction regarding the acquisition of a controlling interest in PT Infomedia Nusantara (Infomedia). The filing includes the 2007 Annual Report as an enclosure and details a transaction executed on June 30, 2009, where Telkom, through its subsidiary PT Multimedia Nusantara (Metra), acquired 49% of Infomedia from PT Elnusa Tbk.
Key Financial Metrics
Transaction Value
- Total Transaction Value: Rp 598,000,000,000 (approx. $598 billion IDR).
- Shares Acquired: 205,800,000 shares (49% of Infomedia's issued and paid-up capital).
- Par Value: Rp 500 per share.
Historical Financial Highlights (Telkom)
Based on audited data provided in the filing (in millions IDR):
| Item | 2007 | 2008 |
|---|---|---|
| Total Assets | 82,059 | 91,256 |
| Income | 59,440 | 60,690 |
| Operating Profit | 26,472.7 | 22,307.5 |
| Net Profit | 12,857.0 | 10,619.5 |
| Total Liabilities | 38,996 | 47,258 |
Historical Financial Highlights (Infomedia)
Based on audited data provided in the filing (in millions IDR):
| Item | 2007 | 2008 |
|---|---|---|
| Operating Income | 666,907 | 734,138 |
| Operating Profit | 141,228 | 162,925 |
| Net Profit | 90,511 | 110,672 |
Note: The filing does not provide specific cash flow, liquidity ratios, or debt maturity schedules for the reporting period.
Material Changes and Transaction Details
The primary material change is the shift in ownership structure of Infomedia. Prior to the transaction, Telkom held 51% and PT Elnusa Tbk held 49%. Following the acquisition by Metra (99.9% owned by Telkom), Telkom effectively controls 100% of Infomedia indirectly.
- Reason for Transaction: To consolidate operations, as most of Infomedia's income is derived from the Telkom Group. This allows for cost efficiency, as charges incurred by Telkom will be refunded via dividends and consolidated financial statements.
- Synergy: Infomedia's core businesses (directory services, call centers, and content services) are critical support pillars for Telkom's operations.
- Regulatory Compliance: The transaction was classified as an Affiliate Transaction under Regulation IX.E.1 of Bapepam-LK, requiring an independent fairness opinion.
Guidance, Outlook, and Risks
Management Commentary and Fairness Opinion
PT Actual Kencana Appraisal (AKA) issued a fairness opinion on June 29, 2009, concluding that the transaction is fair to Metra and, by extension, to Telkom and its independent shareholders. The appraisal considered the transaction value within a 7.5% range of the fair market price and confirmed positive synergistic value.
Identified Risks
- Market Rivalry: Potential for new competitors in the information service sector, though Telkom's affiliation provides a barrier to entry.
- Economic Conditions: Global economic slowdown and high inflation (driven by crude oil and commodity prices) could increase operating costs, particularly for paper raw materials used in directory printing.
- Political/Social Stability: Instability in Indonesia could negatively impact the business climate.
- Supply Chain: Dependence on paper suppliers; price increases or production issues could affect performance.
- Customer Retention: Risk of losing customers if data quality or service design does not meet expectations.
- Interest Rates: Higher interest rates on financing could reduce profit margins.
Investor Verification Checklist
- Verify the final closing of the 49% share acquisition from PT Elnusa Tbk to PT Multimedia Nusantara.
- Confirm the consolidation of Infomedia's financial statements into Telkom's upcoming reports.
- Monitor the impact of rising paper and commodity costs on Infomedia's operating margins.
- Review the actual dividend yield from Infomedia post-acquisition to validate the efficiency claims.
- Check for any regulatory changes in Indonesia regarding state-owned enterprise transactions or telecommunications.