Thomson Geer’s Brisbane corporate team is advising takeover target, ASX listed Cokal Limited, in relation to a proposed $75 – $80 million takeover offer by Indonesia stock exchange listed resources investment company, PT Cakra Mineral Tbk (CKRA).
In what is believed to be a first in Indonesia and in an Australian takeover, shares in an Indonesian listed company will be offered to Cokal shareholders as consideration, with an all cash alternative. CKRA intends to fund the offer through a US$100 million underwritten rights issue in Indonesia.
The novelty of the consideration raises legal complexities in both Indonesia and Australia. For example, the Indonesian capital raising process and timetable is more lengthy than in Australia and requires Indonesian regulatory and shareholder approvals. That process needs to harmonise with Australian takeover rules which require the offer to be made two months after it is proposed and prevent bid conditions which are within the control of the bidder. The offer is expected to close by the end of 2015.