Indosat Ooredoo’s $6 Billion Merger With PT Hutchison 3 Indonesia

White & Case LLP has advised Ooredoo Group on the deal.

PT Indosat Tbk (Indosat Ooredoo), an Indonesian subsidiary of Ooredoo Group, a leading international telecommunications company, announced the merger with PT Hutchison 3 Indonesia (H3I), an Indonesian subsidiary of CK Hutchison Holdings Ltd.

The merged company will be named PT Indosat Ooredoo Hutchison Tbk. The merger, which has a total transaction value of approximately US$6 billion, will create a larger, commercially stronger and more competitive world-class digital telecoms and internet company, well placed to deliver more value for all stakeholders including shareholders, customers, employees and Indonesia. With Indosat Ooredoo and H3I’s combined expertise, infrastructure and services, Indosat Ooredoo Hutchison Tbk is set to become the second largest mobile telecoms company in the country, with an estimated annual revenue of approximately US$3 billion.

Ooredoo Group currently has a controlling 65.0% shareholding in Indosat Ooredoo through Ooredoo Asia, a wholly-owned holding company. The merger of Indosat and H3I will result in CK Hutchison receiving newly issued shares in Indosat Ooredoo amounting to 21.8% and PT Tiga Telekomunikasi Indonesia amounting to 10.8% of the merged Indosat Ooredoo Hutchison business.

Concurrent with the merger, CK Hutchison will acquire a 50% shareholding in Ooredoo Asia by exchanging its 21.8% shareholdings in Indosat Ooredoo Hutchison for a 33.3% stake in Ooredoo Asia, and will acquire an additional 16.7% stake from Ooredoo Group for a cash consideration of US$387 million. Following the above transactions, the Parties will each own 50.0% of Ooredoo Asia, to be renamed Ooredoo Hutchison Asia, which will retain a controlling 65.6% ownership stake in the merged company.

Ooredoo is an international communications company operating across the Middle East, North Africa and Southeast Asia. Serving consumers and businesses in 10 countries, Ooredoo delivers the leading data experience through a broad range of content and services via its advanced, data-centric mobile and fixed networks.

Listed on The Stock Exchange of Hong Kong Limited, CK Hutchison Holdings Limited (CK Hutchison) is a renowned multinational conglomerate committed to innovation and technology with businesses spanning the globe.  With operations in about 50 countries and 300,000 employees worldwide, CK Hutchison has four core businesses – ports and related services, retail, infrastructure and telecommunications.

The White & Case team which advised on the transaction was led by partner Jonathan Olier (Picture; Singapore) and included partners Michiel Visser (New York) and Katarzyna Czapracka (Brussels), counsel Si Wei Chua (Singapore) and associates Nicole Mao, Kyle Oh, Joey Lim and Nina Nguyen (all Singapore), as well as lawyers from Witara Cakra Advocates (WCA), White & Case’s associated office in Indonesia, including partner Kristo Molina, counsel Rika Rusman and associate Astrid Desmonda (all Jakarta).

Involved fees earner: Katarzyna Czapracka – White & Case; Astrid Desmond – White & Case; Joey Lim – White & Case; Nicole Mao – White & Case; Kristo Molina – White & Case; Nina Nguyen – White & Case; Kyle Oh – White & Case; Jonathan Olier – White & Case; Rika Rusman – White & Case; Si Wei Chua – White & Case; Michiel Visser – White & Case;

Law Firms: White & Case;

Clients: Ooredoo Q.S.C.;

Author: Sonia Carcano