We refer to the announcement dated 15 May 2024 in relation to the non-binding Memorandum of Understanding with PT Wahana Inti Nusantara, PT Global Nusa Data and PT Bali Media Telekomunikasi, to mutually explore a proposed merger of XL and Smartfren.
On behalf of the Board of Directors of Axiata, Maybank Investment Bank Berhad wishes to announce that the Company has, on 10 December 2024, entered into the following agreements in relation to the Proposed Merger (as defined below):
- a conditional merger agreement with Smartfren, PT Smart Telecom (“ST”), XL, WIN, GND, BMT and PT Gerbangmas Tunggal Sejahtera (“GTS”) (where WIN, GND, BMT and GTS are collectively be referred to as “Sinar Mas Shareholders”), Axiata Investment (Indonesia) Sdn Bhd (“AII”) and PT Sinar Mas Tunggal (“SMT”) (“CMA”), where, among others, AII and the Sinar Mas Shareholders agree to, subject to the terms and conditions of the CMA, effect a merger of the businesses of Smartfren and XL by way of a statutory merger of Smartfren, ST (being Smartfren’s subsidiary) and XL, in accordance with Indonesian laws (“Proposed Business Combination”) (with XL as the surviving legal entity and the resulting merged entity being “MergeCo”), with MergeCo maintaining its listing on the Indonesia Stock Exchange following the completion of the Proposed Business Combination;
- a shareholder deed with the Sinar Mas Shareholders, AII and SMT, where the parties agree to undertake certain obligations with respect of the Proposed Merger (as defined below);
- a conditional share purchase agreement with BMT, AII and SMT (“CSPA”), where AII agrees to transfer certain shares in MergeCo to BMT, such that, immediately following the completion of the Proposed Business Combination, AII and BMT will each own an equal number of shares in MergeCo (where the transactions under the CSPA are referred to a “Proposed Equalisation”; whereas the Proposed Business Combination and the Proposed Equalisation are collectively referred to as “Proposed Merger”); and
- a shareholders agreement with AII, WIN, GND, BMT, GTS and SMT which will become effective upon the completion of the Proposed Business Combination, in order to, among others, establish their respective rights and obligations with respect to the activities and governance of the MergeCo and its subsidiaries and ownership post completion of the Proposed Merger.
Please refer to the attachment for further details.
This announcement is dated 11 December 2024.
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