PT Profesional Telekomunikasi Indonesia ("Protelindo"), a 99.999 % owned subsidiary of PT Sarana Menara Nusantara Tbk. ("Company"), has entered into a conditional Shares Sale and Purchase Agreement ("SPA") with the shareholders of PT iForte Solusi Infotek ("iForte") in connection with the proposed sale of 100% equity stake on a fully diluted basis, in iForte to Protelindo (the "Transaction"). Pursuant to the signing of the SPA, Protelindo has also entered into an Assignment Agreement in relation to all outstanding bonds and warrants issued by iForte.
As part of the Transaction, Protelindo is very pleased to announce that Peter Djatmiko, the founder and CEO of iForte, has agreed to form a long-term partnership with Protelindo to continue to drive iForte’s success going forward as the President Director of iForte. Peter is a veteran of the Indonesian telecommunications industry in Indonesia having previously served as the President Director of PT Excelcomindo, now rebranded as XL Axiata. Pursuant to this partnership, Peter Djatmiko will have the option of swapping up to a 25% equity interest in iForte into shares in the Company on completion of the Transaction. Subject to prevailing laws and regulations, Peter shall also have the right to nominate one member to the Board of Commissioners of iForte as long as he maintains a 25% shareholding in iForte.
iForte is a leading micro-cell tower provider in Indonesia with over 450 micro-cell towers and 7 BTS hotels in operation. iForte also owns and operates over 700 kilometres of fibre optic network with over 180 Points-of-Presence ("PoP") in metropolitan Jakarta and Surabaya. iForte utilizes its fiber optic network along Busway Corridors in Jakarta to offer 3G WiFi-offload services. In addition, iForte provides Very Small Aperture Terminal ("VSAT") satellite services across Indonesia.
Protelindo believes the Transaction will further strengthen its market position as the largest independent owner and operator of telecommunication towers in Indonesia. With over 11,600 towers and more than 20,000 tenants, Protelindo covers the entire Indonesian archipelago. iForte, being the leading micro-cell tower company exclusively offering fiber and micro-cell towers in Indonesia, provides critical infrastructure for telecommunication operators as they build out 3G and 4G networks to meet Indonesia’s burgeoning demand for wireless data. With assets concentrated in dense urban and high traffic areas, iForte will further enhance the Protelindo’s ability to meet the needs of its clients as telecommunication technologies continue to evolve.
Macquarie Capital acted as the financial advisor to Protelindo and Credit Suisse acted as the financial advisor to iForte on the Transaction.
This Transaction is not deemed as a material transaction as stipulated under article 1.a point 2) Bapepam-LK Rule No. IX.E.2, Attachment to Decree of Chairman of Bapepam and LK No. Kep-614/BL/2011 dated 28 November 2011, since the value of the transaction does not exceed 20% (twenty percent) of the Company’s equity based on the Company’s Audited Financial Statement as of 31 December 2014. Further, this Transaction also does not constitute an affiliated party transaction and/or conflict of interest of certain transaction within the meaning of the Bapepam-LK Rule No. IX.E.1 concerning Transaction With Affiliated Parties and Conflict of Interest on Certain Transactions, Attachment to Decree of Chairman of Bapepam and LK No. Kep-412/BL/2009 dated 25 November 2009.
This announcement has been made in the framework of the compliance with the (i) Bapepam Rule No. X.K.1 concerning Disclosure of Information that must be made Public Immediately, Attachment to Decree of Chairman of Bapepam No. Kep-86/PM/1996 dated 24 January 1996; and (ii) the Decree of Director of Indonesian Stock Exchange No.: Kep-306/BEJ/07-2004 dated 19 July 2004 concerning Obligation to Submit Information.