Acquisition is the act of having a certain property. Company Law uses the term "expropriation" for this notion. Specifically, the acquisition is an action to take over a company by another company which is usually, but not always, achieved by buying shares from other companies. In contrast to the merger, in the case of the acquisition of no company merged into another company. So, after the acquisition of the two companies still exists, only the ownership and control of the company being taken over has changed.
Law on limited liability company defines acquisition as a legal act performed by the legal entity or natural person to take over the company's shares which resulted in the shift of control over the company. Takeover done by the acquisition of shares already issued and / or to be issued by the company through the company directors or directly from shareholders. This acquisition is the acquisition of shares which resulted in the shift of control of the company.
Takeover can be done by legal entities or natural persons. In the case of takeover carried out by the legal form of the company, the board of directors before committing takeover law, should be based on the AGM's decision to have a quorum presence and provision of decision-making requirements of the AGM. In the case of expropriation is done through the board of directors, the parties will take over mnyampaikan intention to carry out the takeover to the directors of the company to be taken over.
Directors of the company to be taken over and the company that will take over with the approval of the board of commissioners of each draft a takeover which contains some things like this.
- The name and domicile of the company that will take over and the company to be taken over
- Reasons and explanation of directors of the company that will take over and the directors of the company to be taken over
- The financial report for the last fiscal year of the company that will take over and the company to be taken over
- The procedure for the assessment and conversion of shares of the company to be taken over the shares of the takeover penukarnya if payment is done with stock
- The number of shares to be taken over
- Readiness funding
- The pro forma consolidated balance sheet of the company will take over after the takeover prepared in accordance with accounting principles generally accepted in Indonesia
- How to completion of the rights of shareholders who did not agree to a takeover
- How setatus settlement, the rights and obligations of members of the board of directors, board of directors, and employees of the company to be taken over
- The estimated period of implementation of the takeover, including the period of authorization for transfer of shares of the shareholders to the directors of the company, the draft articles of association of the company changes if there is a takeover results.
Acquisition of shares shall take into account the provisions of the articles of association of the company was taken over on transfer of shares and the agreements that have been made by the company with other parties. The acquisition process began after the signing of a takeover by the AGM. Directors of the company which will undertake compulsory acquisition announced a summary of the takeover to at least one newspaper and pengmuman karyawa writing to the company that will carry out the takeover of at least 30 days before the AGM. The announcement also includes that the interested party can request the design of the company's takeover of the office.
The creditors who rejected the proposed acquisition may raise objections before 14 days after the announcement. If within that period do not mind the creditor is considered approved the acquisition. If up to the AGM objection can not be resolved by the board of directors creditor objections brought into the AGM. If such objection can not be resolved, the acquisition can not be done.
If the draft is approved, the acquisition has been made in the takeover deed notary with Indonesian. A copy of the deed of acquisition of the company attached to the following points.
- Submission of an application for approval of the minister of law and human rights
- Submission of notices to the minister about the changes in the constitution.
A copy of the deed of acquisition of the company should be attached to the delivery of the notice to the minister about the changes in the constitution. In the case of acquisition of shares carried out directly from the shareholders, a copy of the deed of transfer of shares must be attached to the delivery of the notice to the minister about the changes in shareholding structure.
There are several forms of financing for acquisitions, which in this case also apply to mergers. The forms of financing are as follows.
- Financing of cash, which in this case can be drawn from the results go public
- Commercial Loans / syndication
- Charging promissory notes (promissory notes, bonds, or promissory note)
- Expenditure portfolio shares (rights issue)
- Payment of additional shares / fresh funds from the owners
If viewed from the funding source. Financing for mergers and acquisitions can come from the private placement, public market, issuance of securities (Go, Marcel, 1992L 120).
Today also known as payment method gradually, often referred to as earn out payment. Intent earn out is the initial payment, namely the payment in cash or with shares and redemption, carried out after the companies concerned had raised pemasukkannya.